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NEOM.OB > SEC Filings for NEOM.OB > Form 8-K on 20-Oct-2009All Recent SEC Filings

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Form 8-K for NEOMEDIA TECHNOLOGIES INC


20-Oct-2009

Entry into a Material Definitive Agreement, Other Events


Item 1.01 Entry Into a Material Definitive Agreement.

On October 16, 2009, NeoMedia Technologies, Inc., a Delaware corporation (the "Company"), entered into a ten (10) year settlement and license agreement (the "Agreement") with Scanbuy, Inc., a Delaware corporation ("Scanbuy"), pursuant to which the Company and Scanbuy settled all of their pending litigation against each other and granted non-exclusive licenses and a sublicense to each other.

Pursuant to the terms of the Agreement, the Company and Scanbuy agreed that, within five (5) business days after the effective date of the Agreement, each will file motions for dismissal in the United States District Court, Southern District of New York to terminate the pending claim brought by the Company against Scanbuy under Civil Action No. 1:04 Civ. 3026 (RJH), and pending claims brought by Scanby and Marshall Feature Recognition, LLC ("MFR") against the Company under Civil Action No. 1:09 Civ 4297 (RJH).

Pursuant to the terms of the Agreement, the Company granted to Scanbuy a royalty bearing, non-exclusive license to use a portion of the Company's patent portfolio within the Field of Use and in the Territory (as such capitalized terms are defined in the Agreement). Scanbuy granted to the Company a paid-up, irrevocable, non-exclusive license within the Territory to use the Scanbuy Licensed Patents, and a paid-up, non-exclusive sublicense to use all of the patents licensed by MFR to Scanbuy within the Territory (as such capitalized terms are defined in the Agreement).

The foregoing description of the Agreement is qualified in its entirety by reference to the complete and actual terms of the Agreement, a copy of which is attached hereto as Exhibit 10.1 which is hereby incorporated by reference herein in its entirety.



Item 8.01 Other Events.

On October 20, 2009, the Company and Scanbuy issued a press release (the "Press Release") announcing the Agreement. A copy of the Press Release has been furnished with this Current Report on Form 8-K and is attached hereto as Exhibit 99.1, which is hereby incorporated by reference herein in its entirety.

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