CONTRIBUTION AGREEMENT
DATED AS OF AUGUST 4, 2000
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT ("AGREEMENT") is entered into as of August
4, 2000 among THE TITAN CORPORATION a Delaware corporation ("TITAN"), SUREBEAM
CORPORATION, a Delaware corporation ("COMPANY") and XXXX XXX, an individual
(Titan and Xxxx Xxx shall sometimes be referred to herein individually as a
"CONTRIBUTOR" and collectively as the "CONTRIBUTORS").
RECITALS
WHEREAS, Titan and Xxxx Xxx have agreed to form the Company in order to
transfer certain assets and property of Titan now used in connection with the
business of the Company to the Company in exchange for shares of capital stock
of the Company;
WHEREAS, Titan desires to contribute and assign to the Company all
right, title and interest in and to those assets listed on EXHIBIT A hereto in
exchange for an aggregate of 46,583,851 shares of Class B Common Stock of the
Company (the "CLASS B SHARES") (the rights, preferences and privileges of which
are as set forth in the Certificate of Incorporation of the Company attached
hereto as EXHIBIT C) pursuant to Section 351 of the Internal Revenue Code of
1986, as amended (the "CODE");
WHEREAS, Xxxx Xxx desires to contribute to the Company the property
listed on EXHIBIT B hereto in exchange for an aggregate of 232,919 shares of
Class A Common Stock of the Company (the "CLASS A SHARES") pursuant to Section
351 of the Code;
WHEREAS, the contributions pursuant to this Agreement and the exchange
pursuant to the Agreement are part of a plan under Section 351 of the Internal
Revenue Code of 1986, as amended, and are intended to close concurrently; and
WHEREAS, the parties desire to enter into this Agreement with respect
to the assets and property being contributed and assigned to the Company by
Titan and Xxxx Xxx and the Company desires to accept such contribution and
assignment, on the terms set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties to this Agreement agree as follows:
1.
1. CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES
1.1 CONTRIBUTION OF ASSETS BY TITAN. At the Closing, Titan shall grant,
sell, convey, transfer, assign, release and deliver to the Company all right,
title and interest in and to the assets set forth on EXHIBIT A hereto (the
"TITAN ASSETS"), to have and hold the same unto itself, its successors and
assigns forever, and the Company shall accept such grant, sale, conveyance, etc.
1.2 ASSUMPTION OF LIABILITIES BY THE COMPANY. At the Closing, Titan
shall transfer, assign and delegate to the Company all of the liabilities set
forth on EXHIBIT A hereto (the "LIABILITIES"), and the Company shall accept such
transfer, assignment and delegation and assume and undertake to become liable
for such Liabilities and agree to faithfully pay, perform and discharge such
Liabilities when due. The Company further agrees that it shall indemnify, defend
and hold harmless Titan, its affiliates, agents, officers, directors and
employees from and against any and all losses, damages, liabilities expenses,
costs, assessments and taxes (including, without limitation, interest, penalties
and attorneys' fees) arising from or in connection with any debts, liabilities,
obligations or contracts assumed under this Agreement.
1.3 CONTRIBUTION OF ASSETS BY XXXX XXX. At the Closing, Xxxx Xxx shall
grant, sell, convey, transfer, assign, release and deliver to the Company all
right, title and interest in and to the assets set forth on EXHIBIT B hereto, to
have and hold the same unto itself, its successors and assigns forever, and the
Company shall accept such grant, sale, conveyance, etc.
2. ISSUANCE OF SHARES; ITEMS TO BE DELIVERED AT CLOSING
2.1 ISSUANCE OF SHARES. Subject to the terms and conditions hereof, at
the Closing (as hereinafter defined) the Company agrees to issue, in
consideration for the assets and property contributed by the respective parties
pursuant to Section 1.1 and Section 1.3 that number of Class B Shares or Class A
Shares (collectively, the "SHARES"), as applicable, as follows:
Name Number of Shares
---- ----------------
Titan 46,583,851 shares of Class B Common Stock
Xxxx Xxx 232,919 shares of Class A Common Stock
2.2 CLOSING DATE. The issuance of the Class B Shares and the Class A
Shares, the contribution of assets and property, assumption of liabilities and
the other transactions contemplated hereunder (the "CLOSING") shall take place
at the offices of Xxxxxx Godward LLP at 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx
Xxxxx, Xxxxxxxxxx 00000 on August 4, 2000, or at such other time upon which the
Contributors shall agree.
2.3 DELIVERY OF CLASS B SHARES AND CLASS A SHARES. At the Closing, the
Company shall issue and deliver to each Contributor one or more certificates
representing the Class B Shares and Class A Shares, as applicable, in
consideration for the contribution of the assets and property set forth herein.
Such certificate or certificates evidencing the Class B Shares and Class A
Shares shall be registered in the name of the applicable Contributor on the
books and records of Company.
2.
2.4 ITEMS TO BE DELIVERED AT THE CLOSING.
(a) TITAN ASSETS. Titan shall deliver the Titan
Assets listed on EXHIBIT A hereto as well as an Assignment and Assumption
Agreement evidencing the transfer of such assets. Each stock certificate shall
be duly endorsed or shall be accompanied by an executed stock power in favor of
the Company.
(b) XXXX XXX ASSETS. Xxxx Xxx shall deliver the
assets listed on EXHIBIT B hereto. Each stock certificate shall be duly endorsed
or shall be accompanied by an executed stock power in favor of the Company.
(c) CERTIFIED COPY OF THE CERTIFICATE OF
INCORPORATION OF THE COMPANY. The Company shall deliver a certified copy of the
Certificate of Incorporation of the Company filed with the Secretary of State of
the State of Delaware.
3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE CONTRIBUTORS. Each of the
Contributors hereby represents, warrants, and covenants to the Company as
follows:
3.1 REQUISITE POWER AND AUTHORITY. Contributor has all necessary power
and authority under all applicable provisions of law to execute and deliver this
Agreement and to carry out its provisions. All action on Contributor's part
required for the lawful execution and delivery of this Agreement has been or
will be taken prior to the Closing. Upon its execution and delivery, this
Agreement will be a valid and binding obligation of Contributor, enforceable in
accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights and (b) general principles of equity
that restrict the availability of equitable remedies.
3.2 INVESTMENT REPRESENTATIONS. Contributor understands that the Shares
have not been registered under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). Contributor also understands that the Shares are being
offered and sold pursuant to an exemption from registration contained in the
Securities Act based in part upon Contributor's representations contained in
this Agreement. Each Contributor hereby further represents and warrants as
follows:
(a) CONTRIBUTOR BEARS ECONOMIC RISK. Contributor has
substantial experience in evaluating and investing in private transactions of
securities in companies similar to the Company so that it is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Contributor must bear the economic risk
of this investment indefinitely unless the Shares are registered pursuant to the
Securities Act, or an exemption from registration is available. Contributor
understands that the Company has no present intention of registering the Shares
or any shares of the Company's Common Stock. Contributor also understands that
there is no assurance that any exemption from registration under the Securities
Act will be available and that, even if available, such exemption may not allow
Contributor to transfer all or any portion of the Shares under the circumstances
in the amounts or at the times Contributor might propose.
3.
(b) ACQUISITION FOR OWN ACCOUNT. Contributor is acquiring the
Shares for Contributor's own account for investment only, and not with a view
towards their distribution within the meaning of the Securities Act and the
California Corporate Securities Law of 1968, as amended.
(c) CONTRIBUTOR CAN PROTECT ITS INTEREST. Contributor
represents that by reason of Contributor's business or financial experience,
Contributor has the capacity to protect Contributor's own interests in
connection with the transactions contemplated in this Agreement.
(d) COMPANY INFORMATION. Contributor has had an opportunity to
discuss the Company's business, management and financial affairs with directors,
officers and management of the Company and has had the opportunity to review the
Company's operations and facilities. Contributor has also had the opportunity to
ask questions of and receive answers from, the Company and its management
regarding the terms of this transaction.
(e) RULE 144. Contributor acknowledges and agrees that the
Shares must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available.
Contributor has been advised or is aware of the provisions of Rule 144
promulgated under the Securities Act as in effect from time to time, which
permits limited resale of shares purchased in a private transaction subject to
the satisfaction of certain conditions, including, among other things: the
availability of certain current public information about the Company, the resale
occurring following the required holding period under Rule 144 promulgated under
the Securities Act and the number of shares being sold during any three-month
period not exceeding specified limitations.
(f) RESIDENCE. Contributor resides or has a principal place of
business in the state of California.
4. REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby
represents, warrants, and covenants to the Contributors as follows:
4.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to own and
operate its properties and assets, to execute and deliver this Agreement, to
issue, sell and deliver the Class B Shares and Class A shares as the case may
be, and to carry out the provisions of this Agreement.
4.2 CAPITALIZATION. The authorized capital stock of the Company, as of
the date hereof and immediately prior to the Closing, will consist of
150,000,000 shares of Common Stock, of which 100,000,000 shall be designated
Class A Common Stock, none of which are issued and outstanding, and 50,000,000
of which are designated Class B Common Stock, none of which are issued or
outstanding, and 5,000,000 shares of Preferred Stock, none of which are issued
or outstanding. The Company has reserved sufficient shares of its Class A Common
Stock under its 2000 Non-Statutory Equity Incentive Plan and 2000 Equity
Incentive Plan, as the case may be, for exchange of options to purchase shares
under SB OperatingCo, Inc.'s 1998 Stock Option Plan (the "PLAN"). The rights,
preferences, privileges and restrictions of the
4.
Company's Class A Common Stock and Class B Common Stock are as stated in the
Company's Certificate of Incorporation. Other than the options to be issued in
substitution of options granted under the Plan and warrants to be assumed by the
Company in accordance with Section 7 hereof, as of the Closing Date, there are
no outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal), proxy or stockholder agreements, or
agreements of any kind for the purchase or acquisition from the Company of any
of its securities or which are convertible into or exercisable for securities of
the Company other than options to purchase Class A Common Stock of the Company
outstanding and granted under the Plan. As of the Closing Date, the Class A
Shares and the Class B Shares shall be validly issued, fully paid and
nonassessable, and are free of any restrictions, limits, claims, liens or other
encumbrances; provided, however, that the Class A Shares and the Class B Shares
may be subject to restrictions on transfer under state and/or federal securities
laws as set forth herein or as otherwise required by such laws at the time a
transfer is proposed.
4.3 AUTHORIZATION; BINDING OBLIGATIONS. The Agreement, when executed
and delivered, will be a valid and binding obligation of the Company enforceable
in accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights and (b) general principles of equity
that restrict the availability of equitable remedies. The sale of the Class B
Shares and the Class A Shares is not subject to any preemptive or similar rights
or rights of first refusal that have not been properly waived or complied with.
4.4 OFFERING VALID. Assuming the accuracy of the representations and
warranties of each of the Contributors contained in Section 3 hereof, the offer,
sale and issuance of the Class B Shares and the Class A Shares, as applicable,
will be exempt from the registration requirements of the Securities Act and will
have been registered or qualified (or are exempt from registration and
qualification) under the registration, permit or qualification requirements of
all applicable state securities laws.
5. OPTION PLAN AMENDMENTS.
5.1 Effective as of the Closing, options granted under the SB
OperatingCo, Inc.'s 1998 Stock Option Plan (the "PLAN") shall be converted into
options to purchase shares of the Company's Class A Common Stock under the
Company's 2000 Non-Statutory Stock Option Plan or 2000 Equity Incentive Plan, as
the case may be, as set forth on the attached EXHIBIT D. Effective as of the
Closing and in accordance with Section 13 of the Plan, the Plan shall terminate.
5.2 Effective as of the Closing, each outstanding option agreement to
purchase Common Stock of SB OperatingCo, Inc. issued under the Plan shall be
amended to become an option to purchase Class A Common Stock of the Company
pursuant to Section 11(b) of the Plan in the ratio of 9.31677 shares of Class A
Common Stock for every one (1) share of SB OperatingCo, Inc. Common Stock.
5.
6. EMPLOYEES. Effective as of the Closing, all employees working on electronic
pasteurization or food related applications of the Beta and Scan Divisions of
Titan shall become employees of the Company.
7. WARRANTS. Effective as of the Closing, each outstanding warrant to purchase
Common Stock of SB OperatingCo, Inc. shall be converted into the right to
purchase a proportionate number of shares of the Company's Class A Common Stock.
For purposes of calculating such purchase rights, such warrantholders shall be
granted the right to purchase 9.31677 shares of Class A Common Stock for every
currently existing right to purchase one (1) share of SB OperatingCo, Inc.'s
Common Stock.
8. MISCELLANEOUS.
8.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California as such laws are applied to agreements
between California residents entered into and performed entirely in California.
8.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement, including any and all
attachments or exhibits hereto, constitutes the entire, final and exclusive
understanding and agreement between the parties with respect to the subject
matter hereof and no party shall be liable or bound to any other in any manner
by any representations, warranties, covenants and agreements except as
specifically set forth herein and therein. This Agreement may be amended,
waived, discharged or terminated only by written agreement of the parties.
8.3 SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the parties intend that (a) in lieu of such
provision there be added as part of this Agreement a provision as similar in
terms to such invalid, illegal or unenforceable provision as may be possible and
be valid, legal and enforceable and (b) the validity, legality and
enforceability of the remaining provisions, or any subsequent applications
thereof, shall not in any way be affected or impaired thereby.
8.4 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by each Contributor and the
closing of the transactions contemplated hereby.
8.5 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of the Class B Shares or Class A Shares, as the
case may be, from time to time.
8.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
breach, default or noncompliance, or any acquiescence therein, or of or in any
similar breach, default or noncompliance thereafter occurring. All remedies,
either
6.
under this Agreement, by law, or otherwise afforded to any party, shall be
cumulative and not alternative.
8.7 CAPTIONS. Titles or captions of Sections and paragraphs contained
in this Agreement are inserted only as a matter of convenience and for
reference, and in no way define, limit, extend, or describe the scope of this
Agreement or the intent of any provision hereto.
8.8 NUMBER AND GENDER. Whenever required by the context, the singular
number shall include the plural, the plural number shall include the singular,
and the gender of any pronoun shall include all genders.
8.9 NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (c) upon deposit with the United States Post Office, by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the Contributors at the respective addresses set forth below or at such
other address as Contributor may designate by ten (10) days advance written
notice to the other party hereto:
Addresses for Notices:
If to the Company:
SureBeam Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Attn: President
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Titan:
The Titan Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Attn: President
Fax: (000) 000-0000
If to Xxxx Xxx:
c/o The Titan Corporation
The Titan Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000-0000
Attn: Xxxx Xxx
Fax: (000) 000-0000
7.
8.10 COMPUTATION OF TIME. Whenever the last day for the exercise of any
privilege or the discharge of any duty hereunder shall fall on a Saturday,
Sunday or any public or legal holiday, whether local or national, the person
having such privilege or duty shall have until 5:00 p.m. Pacific Standard Time
on the next business day to exercise such privilege, or to discharge such duty.
8.11 COSTS AND EXPENSES. Unless otherwise provided in this Agreement,
each party shall bear all fees and expenses incurred in performing its
obligations under this Agreement.
8.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
8.13 BROKER'S FEES. Each party hereto represents and warrants that no
agent, broker, investment banker, person or firm acting on behalf of or under
the authority of such party hereto is or will be entitled to any broker's or
finder's fee or any other commission directly or indirectly in connection with
the transactions contemplated herein. Each party hereto further agrees to
indemnify each other party for any claims, losses or expenses incurred by such
other party as a result of the representation in this Section 8.13 being untrue.
8.14 PUBLIC DISCLOSURE. Unless otherwise required by law or by
obligations pursuant to any listing agreement or rules of any securities
exchange (in which case the disclosing party shall employ reasonable best
efforts to provide the other parties hereto with as much notice as possible with
respect to the contemplated disclosure and the content of the disclosure) or as
otherwise contemplated by or to enforce this Agreement, no disclosure (whether
or not in response to an inquiry) of the subject matter of this Agreement and
the other transactions contemplated by this Agreement shall be made by any party
without prior consultation with and the consent of the other parties.
8.15 LEGEND. Each certificate representing shares issued under this
Agreement shall be stamped or otherwise imprinted with a legend substantially
similar to the following (in addition to any legend required under applicable
state securities laws):
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED."
[THIS SPACE INTENTIONALLY LEFT BLANK]
8.
IN WITNESS WHEREOF, the parties hereto have executed this CONTRIBUTION
AGREEMENT as of the date set forth in the first paragraph hereof.
CONTRIBUTORS:
THE TITAN CORPORATION
By: /s/ Xxxx Xxx
-----------------------------------
Name: Xxxx X. Xxx
-----------------------------------
Title: Chairman and CEO
-----------------------------------
/s/ Xxxx Xxx
-----------------------------------------
XXXX XXX
COMPANY:
SUREBEAM CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
-----------------------------------
Title: President and CEO
-----------------------------------
[SIGNATURE PAGE TO CONTRIBUTION AGREEMENT]
EXHIBIT A
ASSETS CONTRIBUTED BY TITAN
A. ASSETS
1. 5,000,000 shares of Common Stock of SB OperatingCo, Inc.
2. All of the assets relating to or used in electronic
pasteurization and food applications of the Beta and Scan
Divisions of Titan headquartered in San Diego, California, as
set forth on ANNEX I and ANNEX II excluding the excluded
assets as set forth on ANNEX I hereto.
B. LIABILITIES.
1. The liabilities of the Beta and Scan Divisions of Titan
arising out of or relating to electronic pasteurization and
food applications as identified on the opening balance sheet
for SureBeam Corporation, excluding the Excluded Liabilities
as set forth on ANNEX I.
ANNEX I
ASSETS:
The electronic pasteurization and food application assets of the Beta
and Scan Divisions of Titan shall mean and include, as more fully detailed on
the Schedules of Assets and Liabilities and as contemplated by the balance sheet
attached hereto: (a) all of the properties, rights, interests and other tangible
and intangible assets relating to electronic pasteurization and food
applications of Titan's Beta and Scan Divisions (wherever located and whether or
not required to be reflected on a balance sheet prepared in accordance with
generally accepted accounting principles, and, in the case of trademarks,
patents and patent applications without regard to whether such trademarks,
patents or patent applications are used in electronic pasteurization or for
other applications, including medical sterilization); PROVIDED, HOWEVER, that
such assets shall not include any Excluded Assets (as defined below). Without
limiting the generality of the foregoing, the Titan Assets shall include:
(1) all inventories and work-in-progress;
(2) unbilled accounts receivable in total book value
of approximately $4,656,000;
(3) all equipment, materials, prototypes, tools,
supplies, vehicles, furniture, fixtures, improvements and other
tangible assets;
(4) all advertising and promotional materials;
(5) all proprietary assets, intellectual property,
general intangibles, inventions, know-how and goodwill, including, but
not limited to the whole right, title and interest in and to: the
United States Patents and United States Patent Applications set forth
on ANNEX II (the "PATENTS" and "APPLICATIONS", respectively) and said
inventions and any and all other patents in the United States of
America and all foreign countries which may be granted therefor and
thereon, and in and to any and all divisions, continuations, and
continuations-in-part of said Applications, or reissues or extensions
of said Patents or of said other patents, trade secrets and know-how
related thereto, and all rights under the International Convention for
the Protection of Industrial Property, and the full exclusive benefits
thereof, and all rights, privileges and advantages appertaining
thereto, including any and all rights to damages, profits or recoveries
of any nature for past infringement of said Patents, and the payment of
any and all maintenance fees, taxes and the like; the registered U.S.
Trademark "SureBeam", the name "SureBeam" (including any and all
trademarks in foreign countries which have been or may be granted
therefor) and the stylized SureBeam logo as set forth on ANNEX II; and
the following URLs;
---------------------------------------------- --------------------------------------- -------------------------------
DOMAIN NAME REGISTRANT EXPIRATION DATE
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxx.xxx The Titan Corporation 02/24/01
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxx.xxx The Titan Corporation 02/24/01
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 05/02/02
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 05/02/02
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 05/02/02
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 03/03/01
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 05/02/02
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxxx.xxx The Titan Corporation 05/02/02
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxx-xxx.xxx The Titan Corporation 03/01/01
---------------------------------------------- --------------------------------------- -------------------------------
xxxxxxxxxxx.xxx The Titan Corporation 03/03/01
---------------------------------------------- --------------------------------------- -------------------------------
Provided, however, that the transferred intellectual property rights
shall not include any rights to such intellectual property retained by Titan
pursuant to that certain License Agreement between Titan and the SB OperatingCo,
Inc. effective as of the date hereof.
(6) all governmental authorizations to the extent
transferable;
(7) all claims (including claims for past
infringement of proprietary assets or intellectual property) and causes
of action against other persons (regardless of whether or not such
claims and causes of action have been asserted), and all rights of
indemnity, warranty rights, rights of contribution, rights to refunds,
rights of reimbursement and other rights of recovery (regardless of
whether such rights are currently exercisable);
(8) all contracts; provided, however that to the
extent any contract for which assignment is provided for herein is not
assignable pursuant to such contract without the written consent of
another party or requires novation, if assigned, this Agreement shall
not constitute an assignment or an attempted assignment thereof if such
assignment or attempted assignment would constitute a breach thereof.
To the extent a contract is not assigned pursuant to this provision,
Titan shall cooperate with the Company and shall use its commercial
best efforts in any reasonable arrangement to provide the Company the
economic and other benefits intended to be assigned to the Company
under the relevant contract; and
(9) all books, records, files and data.
EXCLUDED ASSETS:
The Excluded Assets shall mean and include:
(1) all assets allocated to medical applications of
Titan's Beta and Scan Divisions as set forth in the attached detailed
schedules of Assets and Liabilities and related consolidated balance
sheet.
EXCLUDED LIABILITIES:
The Excluded Liabilities shall mean and include:
(1) all liabilities allocated to medical applications
of Titan's Beta and Scan Divisions as set forth in the attached
detailed Schedules of Assets and Liabilities and related consolidated
balance sheet.
ANNEX II
UNITED STATES PATENTS
---------------------------------------------------------------- -------------------------- --------------------------
TITLE OF PATENT PATENT NUMBER ISSUE DATE
---------------------------------------------------------------- -------------------------- --------------------------
Tunable Narrowband Spectrometer with Acousto-Optical Tunable 5,438,406 8/1/95
Filter
---------------------------------------------------------------- -------------------------- --------------------------
Tunable Spectrometer with Acousto-Optical Tunable Filter 5,444,528 8/22/95
---------------------------------------------------------------- -------------------------- --------------------------
Article Carrier For Conveyor System 5,590,602 1/7/97
---------------------------------------------------------------- -------------------------- --------------------------
Article Irradiation System in Which Article-Transporting 5,994,706 11/30/99
Conveyor is Closely Encompassed By Shielding Material
---------------------------------------------------------------- -------------------------- --------------------------
Irradiation System Utilizing Conveyor Transported Article 5,396,074 3/7/95
Carriers
---------------------------------------------------------------- -------------------------- --------------------------
Access Assignment in a DAMA Communication System 5,197,125 3/23/93
---------------------------------------------------------------- -------------------------- --------------------------
Acquisition Of Carrier Phase and Symbol Timing Through Point 5,544,200 8/6/96
Estimation Of Phase and Timing Adjustments
---------------------------------------------------------------- -------------------------- --------------------------
Communication Signal Detection and Acquisition 5,282,227 1/25/94
---------------------------------------------------------------- -------------------------- --------------------------
Conversion of Analog Signal Into I and Q Digital Signals With 5,067,140 11/19/91
Enhanced Image Rejection
---------------------------------------------------------------- -------------------------- --------------------------
UNITED STATES PATENT APPLICATIONS
---------------------------------------------------------------- ------------------------------ ----------------------
TITLE OF PATENT APPLICATON APPLICATION SERIAL NO. FILING DATE
---------------------------------------------------------------- ------------------------------ ----------------------
Apparatus For, And Method Of Sterilizing Products, Primarily 60/154,397 9/17/99
Food Products
---------------------------------------------------------------- ------------------------------ ----------------------
Apparatus For, And Methods Of, Sterilizing Products, Primarily 09/456,061 12/7/99
Food Products
---------------------------------------------------------------- ------------------------------ ----------------------
Article Irradiation System Having Intermediate Wall Of 09/102,942 6/23/98
Radiation Shielding Material Within Loop Of Conveyor System
That Transports The Articles
---------------------------------------------------------------- ------------------------------ ----------------------
INVENTION DISCLOSURE
---------------------------------------------------------------- -----------------------------------------------------
TITLE OF INVENTION DISCLOSURE INVENTORS
---------------------------------------------------------------- -----------------------------------------------------
System For, And Method Of, Irradiating Article With X-Xxx Xxxx Xxxx Xxxxxx Xxxxx; Xxxx X. Xxxx;
Xxxxxx X. Xxxxxxxx; Xxxxx X. Xxxxxxxx
---------------------------------------------------------------- -----------------------------------------------------
TRADEMARKS
---------------------------------------------------------------- -------------------------- --------------------------
XXXX REGISTRATION NUMBER ISSUE DATE
---------------------------------------------------------------- -------------------------- --------------------------
SUREBEAM 1,855,367 9/20/94
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LOGO
EXHIBIT B
ASSETS CONTRIBUTED BY XXXX XXX
1. 25,000 shares of Common Stock of SB OperatingCo, Inc.
EXHIBIT C
FORM OF CERTIFICATE OF INCORPORATION
EXHIBIT D
OPTION GRANTS AND EXCHANGES
