From paragraph J2 of the 2002 Agreement,

"If for any reason APS decides not to proceed with the production of the designed product and/or is default on its payment terms and conditions to e.Digital , e.Digital shall have free and unrestricted access to market the design."

I'd say digEcor hiring Triad Engineering and Wolf Electronics to design/manufacture the digEplayer XT qualifies as deciding not to proceed with the production of the EDIG designed product.