FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
`
`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
`
`
`
`
`
`Resolutions of the HEVC Administrative Committee Regarding the Agreement Among Licensors
`
`Regarding The HEVC Standard
`
`WHEREAS, each of the parties set forth on Schedule A hereto (the “Parties”) is a
`
`Party to the Agreement Among Licensors Regarding the HEVC Standard, entered into as of May
`
`12, 2014, as amended from time to time (the “AAL”); and
`
`WHEREAS, §3.1 and §3.2 of the AAL provide for the formation of an
`
`Administrative Committee to discuss, resolve and vote on matters relating to the AAL (the
`
`“AdCom”), as further set forth in the AAL; and
`
`WHEREAS, §3.3 of the AAL allows the election of a Chairperson to preside over
`
`meetings of the AdCom; and at a duly convened meeting of the AdCom on January 25, 2024,
`
`and in follow up votes, Myong Soo Kim, the AdCom representative of GENSQUARE, was
`
`elected Chairperson of the AdCom in accordance with the requirements of §3.3 of the AAL; and
`
`WHEREAS, in June, 2020, the AdCom voted to amend § 7.2.2 of the AAL as
`
`reflected in the “Amendment to HEVC Agreement Among Licensors” dated June 23, 2020 (“the
`
`Amendment”), which amendment is attached hereto as Schedule B; and
`
`WHEREAS, the Amendment did not amend or alter allocations among the Parties
`
`pursuant to Article 5 of the AAL;
`
`WHEREAS, members of the AdCom passed the Amendment pursuant to voting
`
`procedures previously used upon due notice to and without objection from any AdCom member
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`that (i) recorded votes confidentially and (ii) recorded those not affirmatively providing their
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`vote as being in favor of the Amendment (the “Voting Procedures”); and
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`-1-
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`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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`
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`WHEREAS, in accordance with the terms of § 6.1 of the AAL, the Amendment
`
`would become effective upon approval by three-fourth (3/4) vote of the members of the AdCom,
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`and such Amendment was not subject to any higher standard of approval under the AAL; and
`
`WHEREAS, the members of the AdCom, on behalf of the respective Parties,
`
`unanimously agree that they may adopt one or both of the Voting Procedures for any vote of the
`
`AdCom under the AAL without violating any provision of the AAL, and confirm their
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`understanding and intention that neither §§ 6.1 nor 6.3 nor any other provision of the AAL would
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`prohibit the use of the Voting Procedures as a means of AdCom voting; and
`
`WHEREAS, by Decision and Order on Motion dated December 19, 2023, the
`
`Supreme Court of the State of New York, New York County, in Samsung Electronics Co., Ltd. v.
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`MPEG LA, L.L.C. (index no. 656312/2022) (the “Action”) held that § 6.1 of the AAL does not
`
`permit counting as favorable votes those AdCom members who do not affirmatively cast their
`
`vote, and thus determined that the Amendment had not passed based on the Court’s construction
`
`of the AAL; and
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`WHEREAS, no member of the AdCom was a party to the Action and no member
`
`was provided the opportunity to be heard in the Action, but each member of the AdCom respects
`
`the Court and its decision; and
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`WHEREAS, the AdCom has sought and received independent legal advice
`
`regarding its desire and determination to revise AAL § 7.2.2 in accordance with the Amendment;
`
`and
`
`WHEREAS, the Court’s decision also implicates the following prior AdCom vote
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`(together with the Amendment the “AdCom Votes”) because such vote also used the Voting
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`Procedures without objection from any member of the AdCom:
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`-2-
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`

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`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
`
`
`
`
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`The Amendment No. 2 to HEVC Agreement Among Licensors, dated November
`
`30, 2023 (attached hereto as Schedule C); and
`
`WHEREAS, the AdCom seeks to avoid potential disruption and confusion to the
`
`licensing program as it relates to the prior AdCom Votes, and seeks to ensure the accuracy of its
`
`books and records, and therefore wishes to vote to adopt and ratify the AdCom Votes as of the
`
`original date of such votes in the same manner as such earlier vote except using voting
`
`procedures different from the Voting Procedures in accordance with the Decision and Order in
`
`the Action; and second wishes to vote to revise certain provisions of AAL § 6.1 as set out herein;
`
`and third wishes to vote to adopt prospectively the matters adopted in the AdCom Votes, in each
`
`case, such that the AdCom Votes will be retroactively effective as of their respective original
`
`date pursuant to the first vote and shall be prospectively effective pursuant to the third vote; and
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`WHEREAS, the AdCom, after the first vote noted above, wishes to further amend
`
`the AAL to clarify the standard and method for which its members’ votes may be solicited and
`
`calculated in future actions by the AdCom and eliminate confusion arising from certain
`
`provisions of AAL § 6.1(1);
`
`WHEREAS, the AdCom held a duly constituted meeting on February 15, 2024,
`
`and voted at the meeting and thereafter (including as necessary by recording votes from those not
`
`attending the meeting), in votes that were public among AdCom members and for which only
`
`affirmative votes were counted, in favor of the matters voted on as set out in the Resolutions
`
`below; and
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`NOW, THEREFORE, the AdCom hereby duly approves, adopts and ratifies the
`
`following pursuant to the AAL:
`
`RESOLVED:
`
`
`
`
`-3-
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`

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`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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`
`
`
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`(i) The AdCom Votes are hereby adopted and ratified on the same terms as the
`
`AdCom Votes, and the matters approved or addressed by the AdCom Votes are effective as of
`
`their respective original dates and on the same terms as the AdCom Votes except for the voting
`
`procedures used;
`
`(ii) For the avoidance of doubt, the AAL shall be amended as of March 12, 2024,
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`as set forth on Schedule D hereto, which amendment clarifies that, consistent with prior practice
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`and the construction of the Agreement by all Parties to the AAL and therefore such amendment
`
`is believed to be unnecessary, the AdCom members may, at their election (i) vote confidentially
`
`by delivering votes to the Licensing Administrator (as defined in the AAL) and/or the
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`Chairperson of the AdCom; and/or (ii) the AdCom may count members not affirmatively casting
`
`their vote as having voted in favor of the issue proposed; provided that each AdCom member
`
`receives at least two weeks’ notice of such voting procedures in connection with such vote and
`
`no objections are raised by more than four (4) AdCom members at least five (5) days before such
`
`vote is held, and that the AdCom may, in lieu of action at a meeting thereof, act by written
`
`consent; and
`
`(iii) Upon consent of all Licensors, § 6.1(1) of the AAL is hereby eliminated as
`
`reflected in Schedule D hereto and § 6.1 is replaced with the language set out in Schedule D; and
`
`(iv) In addition to the adoption and ratification in the foregoing resolution above,
`
`and although believed to be unnecessary by the AdCom in light of the foregoing resolutions
`
`above, §7.2.2 is hereby amended prospectively as set forth on Schedule B hereto except for the
`
`voting procedures used; and
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`(v) The Amendment and all other actions, agreements or filings made, done and
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`taken by the AdCom or any duly authorized representatives of the AdCom prior to the date
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`
`
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`-4-
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`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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`hereof
`
`in connection
`
`with
`
`the actions
`
`contemplated
`
`these
`
`by
`
`resolutions,
`
`including
`
`all actions
`
`taken
`
`in connection
`
`with,
`
`or
`
`in furtherance
`
`all AdCom
`
`of,
`
`Votes,
`
`are hereby
`
`authorized,
`
`approved,
`
`ratified,
`
`and
`
`confinned.
`
`The
`
`undersigned,
`
`duly
`
`elected
`
`Chairperson
`
`of
`
`the AdCom,
`
`hereby
`
`certifies
`
`that
`
`the AdCom voted
`
`in favor
`
`of and
`
`provided
`
`consent
`
`for
`
`and
`
`adopted
`
`the above
`
`resolutions
`
`in
`
`compliance
`
`with
`
`the AAL.
`
`March
`
`12, 2024.
`
`Chairperson
`
`of
`
`the Administrative
`
`Committee
`
`-5-
`
`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`
`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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`Schedule A – Members
`
` Alpha Digitech, Inc.
` Apple Inc.
` ARRIS Enterprises LLC
` British Broadcasting Corporation
` Canon Inc.
` Digital Insights Inc.
` Fujitsu Limited
` Funai Electric Co., Ltd.
` GENSQUARE LLC
` Hangzhou Boyun Technology Co., Ltd.
` Hangzhou Hikvision Digital Technology Co., Ltd.
` HUMAX Co., Ltd.
`IBEX PT Holdings
`
`
`IDEAHUB, Inc.
`
`Industry-Academy Cooperation Foundation of Sejong
` University
` Korea Electronics Technology Institute
` KT Corp.
` M&K Holdings Inc.
` Massachusetts Institute of Technology
` Maxell, Ltd.
` Nippon Hoso Kyokai
` Orange SA
` REEF LLC
` Siemens Corp.
` SK Planet Co., Ltd.
` Sky Media Tech, Inc.
` SungKyunKwan University Research & Business Foundation
` Tagivan II LLC
`
`
`
`
`-6-
`
`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`
`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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` Vidyo, Inc.
`
`
`
`
`
`
`-7-
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`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
`
`Schedule
`
`B - 2020
`
`Amendment
`
`Amendment
`to
`HEVC Agreement Among Licensors
`
`have entered into an Agreement
`the undersigned
`WHEREAS,
`made as of May 12, 2014 (the "Agreement");
`and
`
`Among
`
`Licensors
`
`has been amended by the HEVC
`the Agreement
`7.2.2 of
`Section
`WHEREAS,
`Administrative
`Committee
`in accordance with the Agreement;
`
`respect
`
`such amendment will
`MPEG LA confirms
`NOW, THEREFORE,
`to reported licensee royalty accrual sales from July 1, 2020 forward
`
`take effect with
`as follows:
`
`in accordance with Section 7.2 shall be entitled
`A Party which terminates
`7.2.2
`its apportioned
`share of revenues in
`(50%) of
`to continue to receive fifty percent
`accordance with Section 5.1 for royalties
`received under HEVC Patent Portfolio
`Licenses which include Patents owned by the terminating
`Party; provided,
`for each distribution
`of revenues made by the Licensing Administrator
`however,
`after
`termination
`Party's apportioned
`share
`the terminating
`effective,
`becoming
`revenues derived under all HEVC Patent
`shall be based solely on the total
`Portfolio
`Licenses (and all subsequent
`renewals thereof)
`that were granted by the
`Licensing Administrator
`before the effective
`date of
`termination
`of
`the Licensing
`Administrator's
`right
`to grant additional
`sublicenses under
`the terminating
`Party's
`Patents. The other
`fifty percent
`that
`is not
`HEVC Patent Portfolio
`(50%)
`apportioned
`to the terminating
`Party shall be allocated to the remaining Parties
`to that which is used in Sections 5.1.1.1-
`to a methodology
`similar
`according
`5.1.1.5.
`
`1.) Except as specifically
`effect.
`
`provided
`
`herein,
`
`the Agreement
`
`remains
`
`in full
`
`force and
`
`/ A / 2
`
`Date:
`
`MPEG LA, LLC
`
`By:
`
`AlfKL
`b7 x x
`A. Hom
`Lakence
`President and CEO
`
`_g.
`
`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
`
`Schedule
`
`C - 2023
`
`Amendment
`
`No.
`
`2
`
`AMENDMENT No. 2 To
`HEVC AGREEMENT AMONG LICENSORS
`
`entered into the Agreement
`the HEVC Licensors
`WHEREAS,
`the HEVC Standard dated May 12, 2014 (the "Agreement");
`Regarding
`
`Among
`
`Licensors
`
`includes as Attachment
`the Agreement
`WHEREAS,
`and as Attachment
`3 the License from Licensor
`("License"),
`("LFLTLA");
`
`License
`1 the Patent Portfolio
`Administrator
`to Licensing
`
`WHEREAS,
`definition
`of Affiliate
`herein; and
`
`Administrator
`and Licensing
`the Licensors
`wish
`and the LFLTLA
`in the Agreement,
`the License,
`
`to amend the
`as specified
`
`pursuant
`THEREFORE,
`NOW,
`such amendment
`as follows:
`
`confirms
`
`to Section
`
`6 of
`
`the Agreement,
`
`MPEG LA
`
`of the term "Affiliate"
`Section 1.1
`in Section 1.1 of the Agreement,
`1.) The definition
`shall each be amended to read
`of
`the License, and in Section 1.1 of the LFLTLA
`as follows:
`
`- shall mean, with respect
`another
`Legal Entity,
`to a specified
`Affiliate
`Legal Entity which now or hereafter directly
`or indirectly
`(a) controls,
`(b)
`is controlled
`by, or (c) is under common control with, such specified
`Legal
`in each case, subject
`to the remainder
`of
`this Section
`1.1.
`For
`Entity;
`purposes of this Section 1.1, control of a Legal Entity
`shall mean direct or
`beneficial
`percent
`of more than fifty
`(50%) of
`the outstanding
`ownership
`shares representing
`the right
`to vote
`for directors
`or other managing
`officers of such Legal Entity, or the power
`to directly
`or indirectly
`instruct,
`or
`remove
`or parties who
`the party
`have the right
`to make
`appoint,
`decisions
`for such Legal Entity. An entity
`shall be deemed an Affiliate
`so long
`as such control
`exists.
`to the
`only
`Notwithstanding
`anything
`for purposes of
`license grants made on behalf
`of a Licensor's
`contrary,
`if:
`(i) Via
`Alliance
`LLC (or any Legal Entity
`Affiliates,
`Licensing
`controlled
`is or becomes a Licensor,
`such Licensor's
`Affiliates
`thereby)
`include only such other Legal Entities
`under
`(b) above; and (ii)
`qualifying
`Inc.
`if Dolby
`(or any Legal Entity
`controlled
`other
`Laboratories,
`thereby,
`than Via Licensing
`Alliance
`LLC and Legal Entities
`controlled
`by Via
`Alliance
`is or becomes
`a Licensor,
`such Licensor's
`Licensing
`LLC)
`Affiliates
`exclude Via Licensing
`Alliance
`LLC (and any Legal Entities
`controlled
`by Via Licensing Alliance
`LLC).
`
`2.) Except
`LFLTLA
`
`as specifically
`remain in full
`
`provided
`herein,
`force and effect.
`
`the Agreement,
`
`the License,
`
`and the
`
`-9-
`
`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
`
`INDEX NO. 656312/2022
`
`RECEIVED NYSCEF: 03/12/2024
`
`Amendment
`
`to HEVC Agreement Among
`
`Licensors
`
`(cont'd)
`
`terms not defined
`capitalized
`3.) All
`specified in the Agreement.
`
`herein
`
`shall have the same meaning
`
`as that
`
`MPEG LA, LLC
`
`Date:November
`
`30, 2023
`
`DocuSignedby:
`
`h4Ieghed
`President
`
`-10-
`
`

`

`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`
`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
`
`Schedule D
`
`2024 amendments to AAL
`
`1. The following sentences shall be added to the end of § 3.2 of the AAL:
`
`“Notwithstanding anything to the contrary herein, any action required or
`
`permitted to be taken by the Administrative Committee may be taken by the members thereof
`
`without a meeting, if such action is approved in writing by members of the Administrative
`
`Committee holding the number of votes required to take such action. A proposed written
`
`consent shall be provided to all members of the Administrative Committee not less than seven
`
`(7) days prior to the date of the proposed action; provided, however, that this notice requirement
`
`may be waived by all the members of the Administrative Committee and such notice requirement
`
`shall be deemed waived if, and only if, all members of the Administrative Committee consent to
`
`such action being requested. Any action taken without a meeting shall be effective when the
`
`required minimum number of votes have been received. Such action by written consent shall
`
`have the same force and effect as a determination of the Administrative Committee at a
`
`meeting.”
`
`
`
`2. The following sentence shall be added to the end of § 6.1 of the AAL:
`
`“For all purposes of this Article 6 (and any other provision of this Agreement
`
`which contemplates voting by members of the Administrative Committee), the Administrative
`
`Committee may, upon no less than two weeks’ notice to its members and so long as no more
`
`than four (4) members object at least five (5) days prior to the applicable meeting of the
`
`Administrative Committee (or proposed effective date of the written consent with respect
`
`thereto, as applicable) (i) permit voting by members of the Administrative Committee
`
`
`
`
`-11-
`
`

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`FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM
`NYSCEF DOC. NO. 264
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`INDEX NO. 656312/2022
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`RECEIVED NYSCEF: 03/12/2024
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`contemplated by this Article 6 or as otherwise set forth in this Agreement, on a confidential basis
`
`by delivering such vote to the Chairperson of the Administrative Committee and/or the Licensing
`
`Administrator; and/or (ii) in calculating the vote of the members of Administrative Committee,
`
`counting any member which does not affirmatively cast a vote on a particular matter as having
`
`voted in the affirmative with respect to such matter.
`
`3. Section 6.1 of the AAL shall be deleted and replaced with the following:
`
`Any Amendments to this Agreement must be in writing, specifically reference
`
`this Agreement, and shall require at least a three-fourths (3/4) vote of the members of the
`
`Administrative Committee, except for (1) amendments to a change to this section 6.1 or a change
`
`to the right to provide notice of termination pursuant to Section 7.2 (but not including
`
`amendments to §7.2.2 which shall require a three fourths (3/4) vote) which shall both require the
`
`consent of all Licensors; and (2) as specified in Section 6.3.
`
`
`
`
`-12-
`
`