Faroudja Inc · S-1/A · On 10/2/97 · EX-10.28

Filed On 10/2/97   ·   SEC File 333-32375   ·   Accession Number 912057-97-32437

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement     98    653K 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2     10K 
 3: EX-10.9     Material Contract                                     18     67K 
 4: EX-10.16    Material Contract                                     41    132K 
 5: EX-10.28    Material Contract                                     12     46K 
 6: EX-11.1     Exhbit 11.1                                            1      7K 
 7: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-10.28   ·   Material Contract

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** CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN    
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION        
PURSUANT TO 17 C.F.R SUBSECTIONS 200.80(B)(4), 200.83, 230.46 AND               
240.24B-2 **                                                                    

[*]INDICATES TEXT WHICH HAS BEEN REDACTED                                   

     LICENSE AGREEMENT
      LIC-1029

THIS LICENSE AGREEMENT dated as of May 1, 1996 (this "Agreement"), is   
entered into between GENERAL INSTRUMENT CORPORATION OF DELAWARE, a Delaware     
corporation ("GI"), having a place of business located at 6262 Lusk Boulevard,  
San Diego, California 92121, and YVES FAROUDJA, FAROUDJA RESEARCH ENTERPRISES, a
California corporation, FAROUDJA LABORATORIES, INC., a California corporation   
(all collectively, "Faroudja"), having a place of business located at           
750 Palomar Road, Sunnyvale, California 94086.                                  

      W I T N E S S E T H:

WHEREAS, GI owns or has rights in certain technology relating to data   
compression and decompression processes.                                        

WHEREAS, Faroudja owns or has rights in certain technology relating to  
video line multiplication processes.                                            

WHEREAS, each party desires to obtain a license under the other party's 
rights in such technology.                                                      

 NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereby agree as follows:                

      ARTICLE 1.

     DEFINITIONS

 For purposes of this Agreement, the terms defined in this Article 1 shall
have the respective meanings set forth below:                                   

 1.1  "AFFILIATE" shall mean, with respect to any Person, any other Person
which directly or indirectly controls, is controlled by, or is under common     
control with, such Person.  A Person shall be regarded as in control of another 
Person if it owns, or directly or indirectly controls, at least fifty percent   
(50%) of the voting stock or other ownership interest of the other Person, or if
it directly or indirectly possesses the power to direct or                      

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cause the direction of the management and policies of the other Person by any   
means whatsoever.                                                               

1.2  "FAROUDJA FIELD" shall mean processes, algorithms and electronic   
circuitry used for video line multiplication, including scanning line doubling, 
tripling and quadrupling, as well as increasing video lines by non-integral     
factors, only to the extent such processes, algorithms and electronic circuitry 
are not within the portions of the GI field defined in Section 1.5(a) and 1.5(b)
hereof.                                                                         

1.3  "FAROUDJA PATENT RIGHTS" shall mean (a) U.S. Patent No. 5,428,398, 
U.S. Patent No. 5,347,314 U.S. Patent No. 5,305,120, U.S. Patent No. 5,159,451, 
U.S. Patent No. 4,876,596, U.S. Patent No. 4,967,271, U.S. Patent No. 4,982,280,
U.S. Patent No. 4,989,090, U.S. Patent No. 5,291,280, and PCT/U.S. 93/05475     
together with any and all foreign counterparts related thereto patents that have
issued or in the future issue therefrom, including utility, model and design    
patents and certificates of invention, and (b) all divisionals, continuations,  
continuation-in-part, reissues, renewals, extensions or additions to any such   
patents and patent applications; all to the extent and only to the extent that  
Faroudja has the right to grant licenses, immunities or other rights thereunder 
as of the date of this Agreement.                                               

  1.4  "FIELDS" shall collectively mean the Fudge Field and the GI Field and
"Field" shall mean either the Faroudja Field or the GI Field, as the case may   
be.                                                                             

 1.5  "GI FIELD" shall mean processes, algorithms and electronic circuitry
used for (a) data (including video, audio and combinations thereof) compression 
and decompression, (b) conversion of film to video and video to film, only to   
the extent that such conversion of film to video and video to film does not make
use of video line multiplication, including scanning line doubling, tripling and
quadrupling as well as increasing video lines by a non-integral factor, or      
(c) scan conversion for the modification of source material presented to a      
compression system.                                                             

1.6  "GI PATENT RIGHTS" shall mean (a) U.S. Patent No. 4,881,125 and    
4,998,287, together with any and all foreign counterparts related thereto,      
including utility, model and design patents and certificates of invention and   
(b) all divisionals, continuations, continuations-in-part, reissues, renewals,  
extensions or additions to any such patents and patent applications; all to the 
extent and only to the extent that GI has the right to grant licenses,          
immunities or other rights thereunder as of the date of this Agreement.         

1.7  "LICENSED PATENT RIGHTS" shall mean, collectively, GI Patent Rights
and Faroudja Patent Rights.                                                     

1.8  "PERSON" shall mean an individual, corporation, partnership, trust,
business trust, association, joint stock company, joint venture, pool,          
syndicate, sole proprietorship, unincorporated organization, governmental       
authority or any other form of entity not specifically listed herein.           

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1.9  "TERRITORY" shall mean the entire world.                           

  1.10 "THIRD PARTY" shall mean any Person other than GI, Faroudja and their
respective Affiliates.                                                          

1.11 "VALID PATENT CLAIM" shall mean either (a) a claim of an issued and
unexpired patent included within the Licensed Patent Rights or Improvements,    
which has not been held permanently revoked, unenforceable or invalid by a      
decision of a court or other governmental agency of competent jurisdiction,     
unappealable or unappealed within the time allowed for appeal, and which has not
been admitted to be invalid or unenforceable through reissue or disclaimer or   
otherwise or (b) a claim of a pending patent application included within the    
Licensed Patent Rights or Improvements, which claim was filed in good faith and 
has not been abandoned or finally disallowed without the possibility of appeal  
or refiling of such application.                                                

1.12 "OTHER FIELDS" shall mean processes,algorithms and electronic      
circuitry which are not within either the GI Field or the Faroudja Field.       

      ARTICLE 2.

      REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other party as follows:

 2.1  CORPORATE EXISTENCE AND POWER.  Such party (a) is a corporation duly
organized, validly existing and in good standing under the laws of the state in 
which it is incorporated; (b) has the corporate power and authority and the     
legal right to own and operate its property and assets, to lease the property   
and assets it operates under lease, and to carry on its business as it is now   
being conducted and (c) is in compliance with all requirements of applicable    
law, except to the extent that any noncompliance would not have a material      
adverse effect on the properties, business, financial or other condition of it  
and would not materially adversely affect its ability to perform its obligations
under this Agreement.                                                           

  2.2  AUTHORIZATION AND ENFORCEMENT OF OBLIGATIONS.  Such party (a) has the
corporate power and authority and the legal right to enter into this Agreement  
and to perform its obligations hereunder and (b) has taken all necessary        
corporate action on its part to authorize the execution and delivery of this    
Agreement and the performance of its obligations hereunder.  This Agreement has 
been duly executed and delivered on behalf of such party, and constitutes a     
legal, valid, binding obligation, enforceable against such party in accordance  
with its terms.                                                                 

  2.3  NO CONSENTS.  All necessary consents, approvals and authorizations of
all governmental authorities and other Persons required to be obtained by such  
party in connection with this Agreement have been obtained.                     

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2.4  NO CONFLICT.  The execution and delivery of this Agreement and the 
performance of such party's obligations hereunder (a) do not conflict with or   
violate any requirement of applicable laws or regulations, and (b) do not       
conflict with, or constitute a default under, any contractual obligation of it. 

2.5  DISCLAIMER OF WARRANTIES.  NOTHING IN THIS AGREEMENT SHALL BE      
CONSTRUED AS A REPRESENTATION MADE, OR WARRANTY GIVEN, BY EITHER PARTY THAT ANY 
PATENT WITHIN THE LICENSED PATENT RIGHTS IS VALID, THAT THE USE OF ANY LICENSE  
GRANTED HEREUNDER OR THAT THE USE OF ANY OF THE LICENSED PATENT RIGHTS WILL NOT 
INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER PERSON, OR THAT THE      
RIGHTS AND LICENSES GRANTED BY ONE PARTY TO THE OTHER PARTY HEREUNDER COMPRISE  
ALL THE RIGHTS AND LICENSES NECESSARY OR DESIRABLE TO MAKE, USE OR SELL         
PRODUCTS.  FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES,  
EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PATENT RIGHTS, INCLUDING       
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR BY ONE PARTY TO THE OTHER
FITNESS FOR A PARTICULAR PURPOSE.                                               

      ARTICLE 3.

      LICENSE GRANTS

  3.1  LICENSE GRANT TO GENERAL INSTRUMENT.  Faroudja hereby grants to GI an
exclusive, worldwide, royalty-free license (including the right to grant        
sublicenses) under the Faroudja Patent Rights, solely to the extent such rights 
apply to parts (a) and (b) of the GI Field (Section 1.5(a) and 1.5(b) above),   
and a nonexclusive, worldwide, royalty-free license (including the right to     
grant sublicenses) under the Faroudja Patents Rights, solely to the extent such 
rights apply to part (c) of the GI Field (Section 1.5(c) above), to make, have  
made, use and sell products; PROVIDED, HOWEVER, that Faroudja retains the right 
under the Faroudja Patent Rights, to the extent such rights apply to the GI     
Field, to make, have made, use and sell products.                               

   3.2  LICENSE GRANT TO FAROUDJA.  GI hereby grants to Faroudja an exclusive,
worldwide, royalty-free license (including the right to grant sublicenses) under
the GI Patent Rights, solely to the extent such rights apply to the Faroudja    
Field, to make, have made, use and sell products; PROVIDED, HOWEVER, that GI    
retains the right under the GI Patent Rights, to the extent such rights apply to
the Faroudja Field, to make, have made, use and sell products.                  

3.3  SUBLICENSES.  Each party, upon request, shall deliver to the other 
party a list of all entities to which it has granted a sublicense under this    
Agreement.  Each permitted sublicense shall be subject to the terms and         
conditions of this Agreement.                                                   

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3.4  PRODUCT IN OTHER PARTY'S FIELD.  If either party determines that it
would like to develop a product in the other party's Field, it may give notice  
of such desire to the other party.  Upon such notice, the parties shall         
negotiate in good faith a license under such other party's Licensed Patent      
Rights to make, use and sell such product under reasonable terms and conditions;
PROVIDED, HOWEVER, such product must be a complete, ready-to-use product and    
shall not be a mere component or subassembly, such as a printed circuit card    
which is sold on an OEM basis for integration into a third party's complete,    
ready-to-use product.                                                           

  3.5  OVERLAPPING FIELDS.  In the event that technological evolution in the
GI Field and the Faroudja Field results in an overlapping of the two Fields, one
party may give notice of this evaluation to the other party.  Upon such notice, 
the parties shall negotiate in good faith granting license to each other and    
modality of jointly granting licenses to third parties under the Licensed       
Patents Rights to make, use and sell single product circuitry that spans both   
Fields of use.  GI and Faroudja shall share equally in the proceeds of any such 
joint licenses granted to the third parties.                                    

3.6  OTHER FIELDS.  If either party determines that it would like to    
develop products in Other Fields, it may give notice of such desire to the other
party.  Upon such notice, the parties shall negotiate in good faith a           
royalty-free cross license to the other party's Licensed Patent Rights to make, 
use and sell such products under reasonable terms and conditions.               

  3.7  NO OTHER RIGHTS.  Except as expressly set forth above, this Agreement
shall not be construed as granting any rights or interests in or to the Licensed
Patent Rights, any Improvements, or any other GI, Faroudja or third party       
proprietary rights.  An obligation to negotiate in good faith is not an         
obligation to enter into an agreement concerning the subject matter of          
negotiations.                                                                   

      ARTICLE 4.

      PATENT MARKING

   Each party shall mark each of its products in the form, manner and location
agreed between the parties, with the applicable patent numbers of the patents   
under which a license is granted to such party under this Agreement.            

      ARTICLE 5.

     CONFIDENTIALITY

  5.1  CONFIDENTIAL INFORMATION.  During the term of this Agreement, and for
a period of five (5) years following the expiration or earlier termination      
hereof, each party shall maintain in confidence all information of the other    
party (including samples) disclosed by the other party and identified as, or    
acknowledged to be, confidential (the "Confidential Information"), and shall not
use, disclose or grant the use of the Confidential Information except on a      
need-to-know basis to those directors, officers, affiliates, employees,         
permitted                                                                       

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licensees, permitted assignees and agents, consultants, clinical investigators  
or contractors, to the extent such disclosure is reasonably necessary in        
connection with such party's activities as expressly authorized by this         
Agreement.  To the extent that disclosure is authorized by this Agreement, prior
to disclosure, each party hereto shall obtain agreement of any such Person to   
hold in confidence and not make use of the Confidential Information for any     
purpose other than those permitted by this Agreement.  Each party shall notify  
the other promptly upon discovery of any unauthorized use or disclosure of the  
other party's Confidential Information.                                         

 5.2  PERMITTED DISCLOSURES.  The confidentiality obligations contained in
Section 9.1 above shall not apply to the extent that (a) any receiving party    
(the "Recipient") is required (i) to disclose information by law, order or      
regulation of a governmental agency or a court of competent jurisdiction, or    
(ii) to disclose information to any governmental agency for purposes of         
obtaining approval to test or market a product, provided in either case that the
Recipient shall provide written notice thereof to the other party and sufficient
opportunity to object to any such disclosure or to request confidential         
treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed  
information was public knowledge at the time of such disclosure to the          
Recipient, or thereafter became public knowledge, other than as a result of     
actions of the Recipient in violation hereof; (ii) the disclosed information was
rightfully known by the Recipient (as shown by its written records) prior to the
date of disclosure to the Recipient by the other party hereunder; or (iii) the  
disclosed information was disclosed to the Recipient on an unrestricted basis   
from a source unrelated to any party to this Agreement and not under a duty of  
confidentiality to the other party; or (iv) the disclosed information was       
independently developed by the Recipient without use of the Confidential        
Information disclosed by the other party.  Notwithstanding any other provision  
of this Agreement, Recipient may disclose Confidential Information of the other 
party relating to information developed pursuant to this Agreement to any Person
with whom Recipient has, or is proposing to enter into, a business relationship,
as long as such Person has entered into a confidentiality agreement with        
Recipient.                                                                      

  5.3  TERMS OF THIS AGREEMENT.  Except as otherwise provided in Section 9.2
above, GI and Faroudja shall not disclose any terms or conditions of this       
Agreement to any Third Party, without the prior consent of the other party.     
Notwithstanding the foregoing, prior to execution of this Agreement, Faroudja   
and GI shall agree upon the substance of information that can be used to        
describe the terms of this transaction, and Faroudja and GI may disclose such   
information, as modified by mutual agreement from time to time, without the     
other party's consent.                                                          

      ARTICLE 6.

     PATENTS

6.1  NOTIFICATION OF INFRINGEMENT.  Each party promptly shall provide   
notice to the other party in writing, upon learning of an infringement of       
(a) the other party's Patent Rights in the notifying party's Field or (b) the   
Licensed Patent Rights in the other party's                                     

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Field.  The notifying party shall supply the other party with all evidence      
possessed by the notifying party pertaining to and establishing such            
infringement.                                                                   

6.2  ENFORCEMENT OF PATENTS RIGHTS.  Each party shall use good faith    
efforts to enforce the Licensed Patent Rights against infringers in accordance  
with the provisions of this Article 6.                                          

The party whose Patent Rights allegedly are being infringed (the "Patent
Holder"), if such alleged infringement is substantial and continuing, shall     
have [*] from the date of receipt of notice under Section 6.1 to cause the      
infringement to cease, or to file suit against at least one of the              
infringers, at its sole expense, following consultation with the other party;   
PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice from   
the Patent Holder of its intent to file such suit, the other party shall have   
the right to give notice of its intent to participate in an advisory role.      
The Patent Holder shall not be obligated to bring or maintain more than [*]     
such [*] at any time.                                                           

If the Patent Rights of the Patent Holder allegedly are being [*]       
infringed in the other party's Field and the Patent Holder does not, within     
[*] of receipt of such notice, cause the substantial and continuing             
infringement to cease or file suit to enforce the Patent Holder's Patent        
Rights against at  least one infringing party, the other party shall have the   
right, after giving notice to and subject to obtaining the written consent of   
the Patent Holder, which consent shall not be unreasonably withheld, to take    
action it deems appropriate in its own name or, if required by law, in the      
name of the Patent Holder, to enforce the such Patent Rights; PROVIDED,         
HOWEVER, that, within thirty (30) days after receipt of notice of the other     
party's intent to file such suit, the Patent Holder shall have the right to     
give notice of its intent to participate in an advisory role; PROVIDED,         
FURTHER, that should a defendant in any such action allege [*].  The other      
party shall pay the reasonable costs of the Patent Holder's counsel in          
connection with an infringement action commenced by such other party.           

The party controlling an action may [*] an action in a manner that [*], 
consent [*] in an action that [*], take a position or adopt a strategy which    
is [*], or otherwise [*] if such [*] the rights or interests of the [*] party   
without the [*] of the [*] party. Notwithstanding the foregoing, GI and         
Faroudja shall fully cooperate with each other in the planning and execution    
of any action to enforce the Licensed Patent Rights.                            

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      ARTICLE 7.

     TERMINATION

7.1  EXPIRATION.  Subject to the provisions of Section 7.2 below, this  
Agreement shall expire on the expiration or termination of all Valid Patent     
Claims.                                                                         

7.2  TERMINATION FOR CAUSE.  Except as otherwise provided in Article 10,
either party may terminate this Agreement upon or after the breach of any       
material provision of this Agreement by the other party if the other party has  
not cured such breach within thirty (30) days after notice thereof by the       
non-breaching party.                                                            

7.3  EFFECT OF EXPIRATION OR TERMINATION.  Expiration or termination of 
this Agreement shall not relieve the parties of any obligation accruing prior to
such expiration or termination, and the provisions of Articles 5, 6 and 8 shall 
survive the expiration or termination of this Agreement.  The licenses granted  
pursuant to Article 3 shall survive termination of this Agreement solely with   
respect to the non-breaching party.                                             

      ARTICLE 8.

      INDEMNIFICATION, INSURANCE AND LIMITATION OF LIABILITY

  8.1  INDEMNIFICATION.  Each party shall indemnify and hold the other party
and its Affiliates harmless from all claims, demands, liabilities, damages and  
expenses, including attorneys' fees and costs (all "Liabilities") arising out of
any breach of this Agreement by such party, or the gross negligence or willful  
misconduct, of such party, its Affiliates or permitted sublicensees in          
connection with its activities contemplated by this Agreement; except in each   
case to the extent such Liabilities resulted from the negligence, recklessness  
or intentional acts or omissions of the other party.                            

 8.2  INSURANCE.  Each party shall maintain liability insurance, including
product liability insurance, with respect to the research, development,         
manufacture and sales of products by such party in at least such amount as      
(a) such party customarily maintains with respect to the research, development, 
manufacture and sales of its other products and (b) is deemed reasonable by such
party's board of directors.  Each party shall maintain such insurance for so    
long as it continues to research, develop, manufacture or sell any products, and
thereafter for so long as such party maintains insurance for itself covering    
research, development, manufacture or sales.                                    

  8.3  LIMITATION OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL   
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, SAVINGS OR    
REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT ADVISED OF THE          
POSSIBILITY OF SUCH                                                             

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LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS        
AGREEMENT.                                                                      

      ARTICLE 9.

     EXPORT CONTROLS

This Agreement shall at all times be subject to any applicable United   
States laws and regulations affecting exports of products or technology related 
to Licensed Patent Rights.  Each party shall perform its obligations hereunder  
in compliance with such laws and regulations and further agrees not to take any 
action contrary thereto.  Specifically, each party shall not export (a) any     
technical information acquired from the other party under this Agreement or     
(b) any products incorporating or utilizing Licensed Patent Rights, either      
directly or indirectly, to any country in contravention of United States law.   

     ARTICLE 10.

     FORCE MAJEURE

   Neither party shall be held liable or responsible to the other party nor be
deemed to have defaulted under or breached this Agreement for failure or delay  
in fulfilling or performing any term of this Agreement to the extent, and for so
long as, such failure or delay is caused by or results from causes beyond the   
reasonable control of the affected party including but not limited to fire,     
floods, embargoes, war, acts of war (whether war be declared or not),           
insurrections, riots, civil commotions, strikes, lockouts or other labor        
disturbances, acts of God or acts, omissions or delays in acting by any         
governmental authority or other party.                                          

     ARTICLE 11.

     MISCELLANEOUS

11.1 NOTICES.  Any consent, notice or report required or permitted to be
given or made under this Agreement by one of the parties hereto to the other    
party shall be in writing, delivered personally or by facsimile (and promptly   
confirmed by personal delivery, U.S. first class mail or courier), U.S. first   
class mail or courier, postage prepaid (where applicable), addressed to such    
other party at its address indicated below, or to such other address as the     
addressee shall have last furnished in writing to the addressor and (except as  
otherwise provided in this Agreement) shall be effective upon receipt by the    
addressee.                                                                      

     If to GI:      General Instrument Corporation of Delaware
    GI Communications Division
6262 Lusk Boulevard   
     San Diego, California 92121
Attention:     Vice President, Engineering          

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          with a copy to:     General Instrument Corporation of Delaware
              GI Communications Division
       6262 Lusk Boulevard
               San Diego, California 92121
Attention:     General Counsel            

If to Faroudja:     Faroudja Laboratories, Inc.     
    750 Palomar Road
               Sunnyvale, California 94086
Attention:     Yves Faroudja              

  11.2  GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to the      
conflicts of law principles thereof.                                            

11.3  ASSIGNMENT.  Neither party shall assign its rights or obligations 
under this Agreement without the prior written consent of the other party;      
PROVIDED, HOWEVER, that either party may, without such consent, assign this     
Agreement and its rights and obligations hereunder in connection with the       
transfer or sale of all or substantially all of its business, or in the event of
its merger or consolidation or change in control or similar transaction.  Any   
permitted assignee shall assume all obligations of its assignor under this      
Agreement.  Any purported assignment in violation of this Section 11.3 shall be 
void.                                                                           

11.4  WAIVERS AND AMENDMENTS.  No change, modification, extension,      
termination or waiver of this Agreement, or any of the provisions herein        
contained, shall be valid unless made in writing and signed by duly authorized  
representatives of the parties hereto.                                          

 11.5  ENTIRE AGREEMENT.  This Agreement embodies the entire understanding
between the parties and supersedes any prior understanding and agreements       
between and among them respecting the subject matter hereof.  There are no      
representations, agreements, arrangements or understandings, oral or written,   
between the parties hereto relating to the subject matter of this Agreement     
which are not fully expressed herein.                                           

  11.6  SEVERABILITY.  Should one or more provisions of this Agreement be or
become invalid, the parties shall substitute, by mutual consent, valid          
provisions for such invalid provisions which valid provisions in their economic 
effect are sufficiently similar to the invalid provisions that it can be        
reasonably assumed that the parties would have entered into this Agreement with 
such provisions.  In case such provisions cannot be agreed upon, the invalidity 
of one or several provisions of this Agreement shall not affect the validity of 
this Agreement as a whole, unless the invalid provisions are of such essential  
importance to this Agreement that it can be reasonably assumed that the parties 
would not have entered into this Agreement without the invalid provisions.      

11.7  ATTORNEY'S FEES AND OTHER COSTS.  In the event either party brings
any legal action or other proceeding arising from or related to this Agreement, 
the successful or                                                               

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prevailing party shall be entitled to recover its reasonable attorney's fees and
other costs incurred in connection with that action or proceeding, in addition  
to any other relief to which it may be entitled.                                

  11.8  WAIVER.  The waiver by either party hereto of any right hereunder or
the failure to perform or of a breach by the other party shall not be deemed a  
waiver of any other right hereunder or of any other breach of failure by said   
other party whether of a similar nature or otherwise.                           

11.9  GENERAL CONSTRUCTION.  As used in this Agreement, the plural form 
and singular form each shall be deemed to include the other in all cases where  
such form would apply.  "Includes" and "including" are not limiting, and "or" is
not exclusive.                                                                  

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11.10 COUNTERPARTS.  This Agreement may be executed in two or more      
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument.                          

   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.                                                          

GENERAL INSTRUMENT CORPORATION              FAROUDJA RESEARCH ENTERPRISES       
OF DELAWARE                                                                     

By: /s/ Thomas A. Dumit                     By:  /s/ Yves Faroudja              
  ---------------------------------------     --------------------------------

Name:   Thomas A. Dumit                     Name:   Yves Faroudja               
    -------------------------------------       ------------------------------

Title:  Vice President and General Counsel  Title:    President                 
     ------------------------------------        -----------------------------

                     YVES FAROUDJA

                              /s/  Yves Faroudja
                                           -----------------------------------

                                   FAROUDJA LABORATORIES, INC.

                               By:  /s/  Yves Faroudja
                                              --------------------------------

                            Name:  Yves Faroudja
                                                ------------------------------

                         Title:  President
                                                 -----------------------------

      12

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-1/A Filing		Date		First		Last			Other Filings
		5/1/96		1
Filed On / Filed As Of		10/2/97
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