INTELLECTUAL PROPERTY POLICY
ANTITRUST POLICY

FORMS
IP CONTRIBUTION AND DISCLOSURE FORM
CONFIDENTIALITY AGREEMENT - DVD COMPATIBILITY TESTING
OPTICAL STORAGE AND TECHNOLOGY ASSOCIATION INTELLECTUAL PROPERTY
DISCLOSURE AND LICENSE POSITION FORM FOR PARTICIPANTS
OPTICAL STORAGE TECHNOLOGY ASSOCIATION AGREEMENT TO BE BOUND BY
INTELLECTUAL PROPERTY POLICY (FOR NON-MEMBERS)

An objective of Optical Storage Technology Association (OSTA) is to create and promote broad industry adoption of specifications that provide interchangeability and ease of use of optical recording products to the benefit of the end user. At the same time, OSTA encourages technical innovation and improved product technology in optical recording products. In order to balance these objectives and strategies, OSTA has developed this Intellectual Property Policy (“IP Policy”).

1. Policy
1.1. Agreement. Members and Associates shall agree to comply with this IP Policy as a condition of participating as Members or Associates in the work of OSTA Committees, and OSTA shall accept Contributions only from Members and Associates that have agreed to comply with this IP Policy. In addition, OSTA may accept Contributions from parties other than Members or Associates that have agreed in writing to comply with the obligations set forth in this IP Policy.

1.2. Contributions to Committees. Members, Associates and other parties that have agreed to this IP policy pursuant Section 1.1 (collectively, “Contributors”) may make Contributions to one or more committees established by the Board to develop Specifications under procedures and directions established by the Board (“Committees”).

(a) “Contribution” means a submission, comment, suggestion or feedback to a Committee for incorporation into, or to revise or modify, a Specification or portion thereof. A Contribution may be written, oral, or electronic.

(b) “Specifications” means design or performance criteria for optical recording products as adopted by an OSTA Committee and published by the OSTA Board. “Proposed Specifications” are new specifications, or modifications to existing specifications, proposed for formal adoption in a Committee.

All Contributions and other information disclosed by any Contributor in the course of participating in the work of an OSTA Committee shall be considered nonconfidential.

1.3. Copyright Ownership and License. OSTA shall own the copyright in OSTA Specifications. Each Contributor shall own the copyright in Contributions it makes to OSTA Committees, and shall grant to OSTA a worldwide, royalty-free, non-exclusive, perpetual, fully-paid, irrevocable copyright license under copyrights in its Contribution to incorporate the Contribution into the Specification, and to use, copy, disclose, publish and distribute the Contribution, or modify or create derivative works of the Contribution, solely as part of the Specification.

1.4. Disclosure and Licensing for Contributions. A Contributor shall provide written assurance at the time a Contribution is made to a Committee that, in the event a Specification incorporates or is based on the Contribution, the Contributor will, upon request, license on reasonable and nondiscriminatory terms on a reciprocal basis any and all of its Essential Patent Claims (as defined in Section 1.6) embodied in or reading on the Contribution, solely for purposes of implementing a Specification that incorporates the Contribution in a product that complies fully with all required portions of the Specification (and not extending such license rights to any portion or function of a product not required to comply with the Specification). OSTA will provide a form to be completed and signed by Contributors for this purpose. In addition, at the time a Contribution is made or at any time thereafter, the individual representing a Contributor making a Contribution shall disclose to the relevant Committee any patent rights of Contributor personally known to the individual which, in the judgment of the Contributor, would constitute Essential Patent Claims if the Contribution were ultimately incorporated in a Specification. No Contributor or individual representative shall be required to conduct a patent search with respect to the Contribution, however.

1.5. Review of Proposed Specifications. To ensure that Members and Associates have an opportunity to review a Proposed Specification under consideration for adoption, for intellectual property as well as technical or other matters, the Committee shall circulate a Proposed Specification for that purpose to all Members and Associates participating in the work of that Committee (collectively, for purposes of this Section 1.5, “Participants”) at least thirty (30) days prior to any vote to adopt the Proposed Specification. Within that thirty (30)-day review period, each Participant that has participated in the work of that Committee shall review the proposed Specification, and shall disclose to the Committee any patent rights of Participant that are personally known to the Participant’s representative which, in the judgment of the Participant, constitute Essential Patent Claims necessary to implement the Proposed Specification. No Participant or individual representative shall be required to conduct a patent search for that purpose, however. Additionally, no Participant shall have any obligation of disclosure or licensing under this Section 1.5 with respect to Specifications or Proposed Specifications which are under consideration by a Committee in which the Participant does not participate.

Within the same thirty (30)-day review period, each Participant shall provide a written assurance with one or both of the following statements:

(a) If the Proposed Specification is adopted, Participant will, upon request, license on reasonable and nondiscriminatory terms on a reciprocal basis any and all of its Essential Patent Claims (subject to any exclusions declared pursuant to Section 1.5 (b) below), solely for purposes of implementing the Specification in a product that complies fully with all required portions of the Specification (and not extending such license rights to any portion or function of a product not required to comply with the Specification).

(b) Solely with respect to one or more portions of the Specification not based on Participant’s own Contributions, Participant is unwilling to license its Essential Patent Claims on the terms set forth in Section 1.5(a) above.

In the event Participant makes a statement pursuant to Section 1.5(b) above, Participant will identify with reasonable particularity the portions of the Proposed Specification to which it objects and the relevant Essential Patent Claims of Participant that Participant believes are infringed by such portions of the Proposed Specification. The Participants will then cooperate in good faith to attempt to resolve the concerns of the objecting Participant within thirty (30) calendar days of the date of the statement of objecting Participant made pursuant to this Section 1.5. If the Participants are unable to resolve the objecting Participant’s concerns within such thirty (30)-day period, the objecting Participant may withdraw from the relevant Committee. Notwithstanding such withdrawal, the objecting Participant’s licensing obligations with respect to its own Contributions under Section 1.3 hereto shall survive such withdrawal.

1.6. Essential Patent Claims. “Essential Patent Claims” shall mean claims in any patent or patent application that a Contributor owns or controls which would necessarily be infringed by implementation of the Specification. A claim is necessarily infringed only when there is no technically feasible non-infringing alternative for implementing the required portions of the Specification.

The following shall not be deemed to constitute Essential Patent Claims:
(a) claims other than as set forth above even if contained in the same patent as Essential Patent Claims;
(b) claims which would be infringed only by
(i) portions of an implementation that are not required by the Specification, as applicable;
(ii) enabling technologies that may be necessary to make or use any product or portion thereof that complies with the Specification, as applicable, but are not themselves expressly set forth in the Specification, as applicable (e.g., compiler technology, object oriented technology, basic operating system technology, and the like);
(iii) claims that would be infringed by the implementation of technology developed elsewhere and merely incorporated by reference in the body of the Contribution or Specification, as applicable; and
(iv) claims that would be infringed solely by implementation of an optional implementation example contained in the Contribution or Specification, as applicable.

1.7. OSTA Responsibility. OSTA is not responsible for identifying all Essential Patent Claims which may relate to a Specification, or for conducting inquiries into the legal validity or scope of Essential Patent Claims brought to its attention. For any patent licenses made available pursuant to this Policy, the determination of specific license terms and conditions, and evaluation of whether such license terms and conditions are reasonable and nondiscriminatory are not matters that are properly the subject of discussion or debate at a meeting of the committee considering the specification.

2. Notices.
Notices in substantially the following form shall be included on all OSTA Specifications:
(a) THIS DOCUMENT IS AN AUTHORIZED AND APPROVED PUBLICATION OF OSTA. THE SPECIFICATIONS CONTAINED HEREIN ARE THE EXCLUSIVE PROPERTY OF OSTA BUT MAY BE REFERRED TO AND UTILIZED BY THE GENERAL PUBLIC FOR ANY LEGITIMATE PURPOSE, PARTICULARLY IN THE DESIGN AND DEVELOPMENT OF WRITABLE OPTICAL SYSTEMS AND SUBSYSTEMS. THIS DOCUMENT MAY BE COPIED IN WHOLE OR IN PART PROVIDED THAT NO REVISIONS, ALTERATIONS, OR CHANGES OF ANY KIND ARE MADE TO THE MATERIALS CONTAINED HEREIN.

(b) COMPLIANCE WITH THIS DOCUMENT MAY REQUIRE USE OF ONE OR MORE FEATURES COVERED BY THE PATENT RIGHTS OF AN OSTA MEMBER, ASSOCIATE OR THIRD PARTY. NO POSITION IS TAKEN BY OSTA WITH RESPECT TO THE VALIDITY OR INFRINGEMENT OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, WHETHER OWNED BY A MEMBER OR ASSOCIATE OF OSTA OR OTHERWISE. OSTA HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY VIRTUE OF THIS OSTA DOCUMENT, NOR DOES OSTA UNDERTAKE A DUTY TO ADVISE USERS OR POTENTIAL USERS OF OSTA DOCUMENTS OF SUCH NOTICES OR ALLEGATIONS. OSTA HEREBY EXPRESSLY ADVISES ALL USERS OR POTENTIAL USERS OF THIS DOCUMENT TO INVESTIGATE AND ANALYZE ANY POTENTIAL INFRINGEMENT SITUATION, SEEK THE ADVICE OF INTELLECTUAL PROPERTY COUNSEL AND, IF INDICATED, OBTAIN A LICENSE UNDER ANY APPLICABLE INTELLECTUAL PROPERTY RIGHT OR TAKE THE NECESSARY STEPS TO AVOID INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT. OSTA EXPRESSLY DISCLAIMS ANY INTENT TO PROMOTE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY VIRTUE OF THE EVOLUTION, ADOPTION, OR PUBLICATION OF THIS OSTA DOCUMENT.

(c) If OSTA receives a written assurance from a Member, Associate or other party which holds a patent pertaining to the Specification, the Specification shall also include a notice substantially as follows:
ONE OR MORE PATENT HOLDERS HAVE FILED STATEMENTS OF WILLINGNESS TO GRANT A LICENSE, ON REASONABLE AND NONDISCRIMINATORY TERMS, ON A RECIPROCAL BASIS, UNDER PATENT CLAIMS ESSENTIAL TO IMPLEMENT THIS SPECIFICATION. FURTHER INFORMATION MAY BE OBTAINED FROM OSTA.

(d) OSTA MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY SPECIFICATION, AND ANY COMPANY USING A SPECIFICATION SHALL DO SO AT ITS SOLE RISK, INCLUDING SPECIFICALLY THE RISKS THAT A PRODUCT DEVELOPED WILL NOT BE COMPATIBLE WITH ANY OTHER PRODUCT OR THAT ANY PARTICULAR PERFORMANCE WILL NOT BE ACHIEVED. OSTA SHALL NOT BE LIABLE FOR ANY EXEMPLARY, INCIDENTAL, PROXIMATE OR CONSEQUENTIAL DAMAGES OR EXPENSES ARISING FROM THE USE OR IMPLEMENTATION OF THIS DOCUMENT. THIS DOCUMENT DEFINES ONLY ONE APPROACH TO COMPATIBILITY, AND OTHER APPROACHES MAY BE AVAILABLE IN THE INDUSTRY.

3. Superceding Effect.
This IP Policy supercedes and replaces the OSTA Policy Regarding Proprietary Features in Specifications adopted May 24, 2002.

OPTICAL STORAGE TECHNOLOGY ASSOCIATION
ANTITRUST POLICY STATEMENT AND GUIDELINES

Since it is the desire of Optical Storage Technology Association ("OSTA"), as a trade association, and its members (which term includes "associates"), to operate and conduct business in a manner that comports with both the spirit and the letter of the federal , state and international antitrust laws, OSTA has adopted the following antitrust policy statement and guidelines:

A free exchange of ideas of matters of mutual interest to representatives of the optical storage industry is necessary for the success of all OSTA activities. Such an exchange of views is essential to the successful operation of every trade association.

It is not the purpose of this antitrust policy to discourage the exploration and discussion of any matters of legitimate concern to members. Nevertheless, ignoring certain antitrust guidelines, either through ignorance or otherwise, may lead to serious legal consequences.

The staff, officers, directors, committee members, associates, and members of OSTA are reminded that they are required to comply with the spirit and the specific requirements of the antitrust laws with regard to all activities within the scope of, or related to the functions of, OSTA.

OSTA shall follow the following guidelines in order to insure against unintentional violations of the antitrust laws:

A. General Operating Procedures

1. A description of the OSTA's intention to comply fully with the antitrust laws is included in the bylaws of OSTA.

2. All members and individual members of the board of directors of OSTA shall receive a copy of OSTA's Antitrust Policy Statement and Guidelines before attending any meetings.

3. OSTA's legal counsel shall periodically update members concerning antitrust issues.

4. OSTA's legal counsel shall approve in advance all new OSTA programs or changes in existing programs that may have potential antitrust implications.

5. All OSTA meetings (members, board of directors and committees) shall be regularly scheduled, and members should never hold "rump" meetings.

6. An agenda shall be prepared for all OSTA meetings, and the agenda should be reviewed in advance by legal counsel. Discussions at meetings should be limited to agenda items.

7. Legal counsel should be present at all meetings at which sensitive issues will be discussed.

8. The minutes of all meetings should be approved by legal counsel. The minutes should reflect OSTA's policy of complying with the antitrust laws.

9. The minutes of all OSTA meetings should be accurate, and OSTA executives should not sign minutes which have been doctored, which are incomplete, or which have not been approved by legal counsel.
10. Any action by OSTA or its board of directors which has the effect of (i) rejecting a membership application, (ii) suspending or revoking a membership, (iii) denying associate status to anyone, or (iv) barring anyone from an OSTA meeting, should not become final without approval by legal counsel.

11. OSTA records should be maintained in a way that ensures that the records reflect factual, objective and businesslike accounts of OSTA's activities without useless or outdated information. A record retention program will be instituted to insure that only necessary materials are kept. OSTA will implement an annual review of existing records and retain only those records that are of use or historical necessity. Outdated documents, pencil notes, document drafts, etc., that do not have any lasting value, shall be discarded.

12. All official or unofficial OSTA correspondence, statements and communications that could in any way affect competition or may restrain trade, and all proposed controversial agenda items, must be made by or cleared through OSTA's legal counsel.

13. All OSTA records shall be open to inspection by the public upon request. Copies of minutes of meetings of the board of directors of OSTA shall be concurrently sent to members and associates.

14. Dealings with all entities and agencies outside OSTA, such as government agencies, other trade associations, users of products, etc., shall be conducted according to the following:

a. No member company, or individual representative of a member company, of OSTA shall act in the name of OSTA unless specifically authorized to do so in a written description of authority.

b. Persons or entities authorized to act in OSTA's name shall be obligated to become familiar with approved OSTA policies and no representations to other entities shall be made except in accord with approved policies.

B. Membership Policy

OSTA shall not:
1. Exclude certain competitors from membership in OSTA, especially if there is an arguable business advantage in being a member.

2. Restrict members from dealing with nonmembers.

3. Limit access to information developed by OSTA, unless such limitation is firmly grounded upon the need to protect trade secrets.

C. Self-Regulation

OSTA shall not:

1. Adopt policies which have price-fixing implications, such as prohibitions on advertising of prices, or which unreasonably restrict the ability of any member or group of members to compete.

2. Require members to refrain from dealing with a member who has violated OSTA's policies.

3. Enforce the OSTA policies arbitrarily.

4. Impose unreasonably severe penalties for violation of OSTA's policies.

D. Topics of Discussion Which Must be Avoided at All OSTA Meetings

1. Current or future prices. (Great care must also be taken in discussing past prices.)

2. What constitutes a "fair" profit level.

3. Possible increases or decreases in prices.

4. Standardization or stabilization of prices.

5. Pricing procedures.

6. Cash discounts.

7. Credit terms.

8. Warranty terms.

9. Control of sales.

10. Allocation of markets.

11. Refusal to deal with anyone.

12. Whether or not the pricing practices of any industry member are unethical or constitute an unfair trade practice.

13. Control of production or product development.