Exhibit 10.1

2.1   “Clearinghouse” means a Code-related system that receives encoded messages and presents them to a third party for resolution, as more fully set forth in Section 3 below.

2.2   “Code” means a machine-readable symbol (e.g., barcode, alpha-numeric character strings, linear code, graphic, wired or wireless electronic signal, or other similar representation or figure).

2.3   “ Confidential Information ” means all information, whether of a technical, business, financial or any other nature, disclosed in any manner, whether verbally, electronically, visually or in a written or other tangible form, which is either identified as confidential or proprietary or which should be reasonably understood to be confidential or proprietary in nature with respect to the disclosing Party, an affiliate or a third party.

2.4   “Event of Default” means any representation or warranty made by a Party which was incorrect in any respect when made and that could reasonably be expected to have a material adverse effect upon the other Party’s ability to realize the benefits of its bargain or a material breach of this Agreement that is not cured within thirty (30) days after notice of breach to the breaching Party.

2.5   “Field of Use” means a method or system for mobile handsets (or other devices) to resolve machine-readable codes through scanning (or other machine-reading methods) in which a mobile phone subscriber is connected to a Clearinghouse in the Territory. However, the Field of Use is specifically limited by the claims contained in the Licensed Patents set forth the in Schedule 1 hereto.  For the avoidance of doubt, the processing of a Code-related message solely within an enterprise, and which are not processed by a clearinghouse, shall be deemed outside the Field of Use.

2.6   “Governing Authority” means an entity under whose auspices a Code-related Registry or Clearinghouse is deployed.  If a third party is not a Governing Authority, then Neustar shall be considered the Governing Authority.

2.7     “ Intellectual Property ” or “IPR” means all patent, copyright, trademark, trade name, service mark, trade secret and other intellectual property rights, including applications thereof, arising and/or enforceable under U.S. law.

2.8   “License Customer” means an entity to which a license or sublicense is granted to the Licensed Patents.

2.9   “Licensed Collection Revenue” means Revenue that Neustar collects on behalf of NeoMedia from a NeoMedia Licensed Customer. Such Revenue may include Revenue for the licensing of NeoMedia IPR (including the Licensed Patents).  Licensed Collection Revenue shall not in any event include monies Neustar derives from any other Clearinghouse or Registry-related activities, including, but not limited to, fees from a Resolution Authority for Neustar’s development, deployment,  operation,  management, or administration of a Registry or Clearinghouse, fees Neustar charges its customers for registering a Code in a Registry, fees Neustar charges its customer for processing Transactions through a Clearinghouse, fees for ancillary services.

2.10   “Licensed Patents” means the patent applications and issued patents owned by NeoMedia, set forth in Schedule 1 hereto, containing claims to any invention(s) useful in or relating to the Field of Use, together with all related divisional applications, continuation applications, continuation-in-part applications, reissues, and reexaminations thereof, and any other future applications or patents hereafter acquired by NeoMedia, in which claims are directed to the Field of Use, to the extent they issue during the Term of this Agreement.

2.11   “Licensed Transaction Revenue” means fees collected under the Licensed Patents for the Field of Use that are based on Revenue associated with Transactions licensed by Neustar with respect to a Clearinghouse on behalf of Neustar Sublicense Customers.  Licensed Transaction Revenue shall not in any event include monies Neustar derives from any other Clearinghouse or Registry-related activities, including, but not limited to, fees from a Resolution Authority for Neustar’s development, deployment,  operation,  management, or administration of a Registry or Clearinghouse, fees Neustar charges its customers for registering a Code in a Registry, fees Neustar charges its customer for processing Transactions through a Clearinghouse, fees for ancillary services.

2.15   “NeoMedia License Customer” means the License Customers to whom a license to Licensed Patents is granted by NeoMedia, and which are limited to those entities set forth in Schedule 2.  Upon a NeoMedia License Customer ceasing to be a License Customer (i.e., no longer receiving a license from NeoMedia), such entity shall no longer be deemed a NeoMedia License Customer, and such entity is not precluded from becoming a Neustar Sublicense Customer or a (again) a NeoMedia License Customer.

2.19   “Registry”  means a Code-related system in which Codes are associated with Resolution Authorities and related data, as more fully set forth in Article 3 below.

2.20   “Resolution Authority” means an entity designated in an associated Registry as having rights to resolve a given code (e.g., campaign managers), wherever situated.

2.21   “Revenue” means monies actually received as payment or the equivalent payment value if any form of non-monetary compensation.   However, Revenue   shall not, by way of example and not limitation, in any way include and shall specifically exclude, sales or other similar value added taxes, collection costs, credit card processing fees, credits, amounts under dispute, and any monies associated with ancillary services (e.g., connectivity, set-up, deployment, professional services, etc.) to the extent rendered by Neustar.

2.22        “Territory” means the United States of America, including its territories and possessions.

2.23   “Transaction” means the processing of a Code-related message in a Clearinghouse.

3.   REGISTRY & CLEARINGHOUSE

3.1   Intention . Neustar intends to develop, deploy and administer a Registry and Clearinghouse, whereby on behalf of Resolution Authorities, Code identifiers and related conditions of use are registered, associated, and communicated.

Currently, Neustar envisions that a Registry may perform the following activities or enable the following functions:

Neustar shall store all administrative data related to licensing hereunder, e.g., rates cards, terms of use, policies, types, etc., separate and apart from other operational systems, including the Registry database(s).

3.3   Reservations . The development, deployment, operation, management, or administration of a Registry and/or a Clearinghouse is merely a statement of intent by Neustar, which intent is dependent on various factors, as well as Neustar business judgment, in its sole discretion.  Nothing herein shall impose on Neustar an obligation to develop, deploy or administer a Registry or Clearinghouse, whether or not dependent on the sublicensing of Licensed Patents.  Nothing herein prohibits Neustar from sublicensing third party IPR as part of the Registry or Clearinghouse, provided the resulting deployment does not violate NeoMedia’s Licensed Patents.

3.4   Conflicts .  The Parties acknowledge that Neustar’s development, deployment, operation, management, or administration of a Registry and/or a Clearinghouse may be subject to requirements issued by a Governing Authority.  Because those requirements may conflict with the requirements in this Agreement, the Parties agree that in such a situation