EXHIBIT 10.16
COLLATERAL ASSIGNMENT, PATENT MORTGAGE
AND SECURITY AGREEMENT
This Collateral Assignment, Patent Mortgage and Security Agreement (the
"Assignment") dated as of the 15/th/ day of August, 2001, and to become
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effective in accordance with the provisions set forth below, from SRA
INTERNATIONAL, INC., a Delaware corporation (the "Company"), SYSTEMS RESEARCH
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AND APPLICATIONS CORPORATION, a Delaware corporation ("SRA"), SRA TECHNICAL
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SERVICES CENTER, INC., a Delaware corporation ("STSC"), and each other
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Subsidiary that becomes a party to this Assignment in accordance with the
provisions set forth in the Loan Agreement (together with the Company, SRA, and
STSC, collectively, "Assignors," and individually, "Assignor"), in favor of
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SUNTRUST BANK, a Georgia banking corporation ("Assignee").
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RECITALS
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Assignee has entered into a Loan Agreement of even date herewith (as
amended, modified or supplemented from time to time, the "Loan Agreement," the
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terms defined therein and not otherwise defined herein being used herein as
therein defined) with Assignors. It is a condition precedent to the making of
the Loans and the issuance of Letters of Credit by Assignee under the Loan
Agreement that each Assignor shall have assigned certain property to Assignee in
accordance with this Assignment.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Assignment, Patent Mortgage and Grant of Security Interest. As
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collateral security for the prompt and complete payment and performance of the
Obligations (as defined below), each Assignor hereby assigns, transfers, conveys
and grants a security interest and mortgage to Assignee, as security, but not as
an ownership interest, in and to Assignor's entire right, title and interest in,
to and under the following (all of which shall collectively be called the
"Collateral"), provided that the foregoing assignment, transfer, conveyance,
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grant and mortgage shall not become effective unless and until a Security Event
shall occur under the Loan Agreement:
(a) All present and future United States registered copyrights
and copyright registrations, including, without limitation, the registered
copyrights listed in Exhibit A-1 to this Assignment (and including all of the
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exclusive rights afforded a copyright registrant in the United States under 17
U.S.C. (s)106 and any exclusive rights which may in the future arise by act of
Congress or otherwise) and all present and future applications for copyright
registrations (including applications for copyright registrations of derivative
works and compilations) (collectively, the "Registered Copyrights"), and any and
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all royalties, payments, and other amounts payable to Assignor in connection
with the Registered Copyrights, together with all renewals and extensions of the
Registered Copyrights, the right to recover for all past, present, and future
infringements of the Registered Copyrights, and all computer programs, computer
databases, computer program flow diagrams, source codes, object codes and all
tangible property
embodying or incorporating the Registered Copyrights, and all other rights of
every kind whatsoever accruing thereunder or pertaining thereto;
(b) All present and future copyrights, or contract or license
rights arising from agreements by which Assignor is a licensee, which are not
registered in the United States Copyright Office (the "Unregistered Rights"),
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whether now owned or hereafter acquired, including without limitation the
Unregistered Rights listed in Exhibit A-2 to this Assignment, and any and all
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royalties, payments, and other amounts payable to Assignor in connection with
the Unregistered Rights, together with all renewals and extensions of the
Unregistered Rights, the right to recover for all past, present, and future
infringements of the Unregistered Rights, and all computer programs, computer
databases, computer program flow diagrams, source codes, object codes and all
tangible property embodying or incorporating the Unregistered Rights, and all
other rights of every kind whatsoever accruing thereunder or pertaining thereto.
The Registered Copyrights and the Unregistered Rights collectively are referred
to herein as the "Copyrights";
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(c) All right, title and interest in and to any and all
present and future license agreements with respect to the Copyrights, including
without limitation the license agreements listed in Exhibit A-3 to this
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Assignment (the "Licenses");
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(d) All present and future accounts, accounts receivable and
other rights to payment arising from, in connection with or relating to the
Copyrights;
(e) Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software products now or
hereafter existing, owned by Assignor;
(f) Any and all design rights which may be owned by Assignor
now or hereafter existing, created, acquired or held;
(g) All patents, patent applications and like protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including without
limitation the patents and patent applications set forth on Exhibit B attached
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hereto (collectively, the "Patents"), and any and all royalties, payments, and
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other amounts payable to Assignor in connection with the Patents, together with
all renewals and extensions of the Patents, the right to recover for all past,
present, and future infringements of the Patents, and all computer programs,
computer databases, computer program flow diagrams, source codes, object codes
and all tangible property embodying or incorporating the Patents, and all other
rights of every kind whatsoever accruing thereunder or pertaining thereto;
(h) Any trademark and servicemark rights, whether registered
or not, applications to register, and the entire goodwill of the business of
Assignor connected with and symbolized by such trademarks, including without
limitation those set forth on Exhibit C attached hereto (collectively, the
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"Trademarks"), and any and all royalties, payments, and other amounts payable to
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Assignor in connection with the Trademarks, together with all renewals and
extensions of the Trademarks, and the right to recover for all past, present,
and future infringements of the Trademarks;
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(i) Any and all claims for damages by way of past, present and
future infringements of any of the rights included above, with the right, but
not the obligation, to xxx for and collect such damages for said use or
infringement of the intellectual property rights identified above;
(j) All licenses or other rights to use any of the Copyrights,
Patents or Trademarks, and all license fees and royalties arising from such use
to the extent permitted by such license or rights;
(k) All amendments, extensions, renewals and extensions of any
of the Copyrights, Trademarks or Patents; and
(l) All proceeds and products of the foregoing, including
without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing.
THE INTEREST IN THE COLLATERAL BEING ASSIGNED HEREUNDER SHALL NOT BE CONSTRUED
AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE EACH
ASSIGNOR'S OBLIGATIONS TO ASSIGNEE.
This Assignment secures the payment of all obligations of each Assignor
now or hereafter existing under the Loan Agreement, including, but not limited
to, the Loans, the Notes, and all obligations, indebtedness and liabilities of
such Assignor under this Assignment and each Letter of Credit Agreement, Letter
of Credit and other Loan Document, and all other obligations, indebtedness and
liabilities of such Assignor to Assignee, whether now existing or hereafter
arising, whether or not evidenced by notes or other instruments, and whether
such obligations, indebtedness and liabilities are direct or indirect, fixed or
contingent, liquidated or unliquidated, due or to become due, joint, several, or
joint and several (all such obligations of such Assignor being the
"Obligations"). Without limiting the generality of the foregoing, this
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Assignment secures the payment of all amounts that constitute part of the
Obligations and would be owed by each Assignor to Assignee but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such Assignor.
2. Authorization and Request. Each Assignor authorizes and
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requests that the Register of Copyrights and the Commissioner of Patents and
Trademarks record this conditional assignment.
3. Covenants and Warranties. Each Assignor represents, warrants,
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covenants and agrees as follows:
(a) Assignor is now the sole owner of its Collateral, except
for non-exclusive licenses granted by Assignor to its Customers in the ordinary
course of business.
(b) Listed on Exhibits A-1 and A-2 are all material Copyrights
owned by Assignor, in which Assignor has an interest (excluding off-the-shelf
licensed software and databases), or which are used in Assignor's business.
Listed on Exhibit A-3 are all material Licenses pursuant to which Assignor has a
right to use the Collateral, in which Assignor has an interest (excluding
off-the-shelf licensed software and databases), or which are used in
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Assignor's business. Listed on Exhibit B are all material Patents owned by
Assignor, in which Assignor has an interest, or which are licensed to Assignor
for use in Assignor's business. Listed on Exhibit C are all material Trademarks
owned by Assignor, in which Assignor has an interest, or which are used in
Assignor's business.
(c) Each employee, agent and/or independent contractor of
Assignor who has participated in the creation of the property constituting the
Collateral has either executed an assignment of his or her rights of authorship
to Assignor or is an employee of Assignor acting within the scope of his or her
employment and was such an employee at the time of said creation.
(d) If required by Assignee after the occurrence of a Security
Event, all of Assignor's present and future Collateral (including, without
limitation, software, computer programs and other works of authorship) subject
or entitled to United States copyright, patent or trademark protection, the
sale, licensing or other disposition of which results in royalties receivable,
license fees receivable, accounts receivable or other sums owing to Assignor
(collectively, "Receivables"), shall be registered with the United States
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Copyright Office or the United States Patent and Trademark Office, as
applicable, and Assignor shall provide to Assignee copies of all such
registrations promptly upon the receipt of the same.
(e) Assignor shall undertake all reasonable measures to cause
its employees, agents and independent contractors to assign to Assignor all
rights of authorship to any copyrighted material in which Assignor has or may
subsequently acquire any right or interest.
(f) Performance of this Assignment does not conflict with or
result in a breach of any agreement to which Assignor is bound, except to the
extent that certain intellectual property agreements prohibit the disclosure of
information or the assignment of the rights thereunder to a third party without
the licensor's or other party's consent and this Assignment constitutes an
assignment or requires such disclosure.
(g) During the term of this Assignment, without the prior
written consent of Assignee, Assignor will not transfer or otherwise encumber
any interest in the Collateral, except for non-exclusive licenses granted by
Assignor in the ordinary course of business or as set forth in this Assignment.
(h) Each part of the Collateral is valid and enforceable, and
no part of the Collateral has been judged invalid or unenforceable, in whole or
in part, and no claim has been made that any part of the Collateral violates the
rights of any third party.
(i) Assignor shall promptly advise Assignee of any material
change in the composition of the Collateral, including but not limited to any
subsequent ownership right of Assignor in or to any material Trademark, Patent
or Copyright not specified in this Assignment.
(j) Assignor shall (1) protect, defend and maintain the
validity and enforceability of the Trademarks, Patents and Copyrights, subject
to Assignor's reasonable business judgment as to the value of the Trademark,
Patent or Copyright, and the cost of such defense, (2) use commercially
reasonable efforts to detect infringements of the Trademarks, Patents and
Copyrights and promptly advise Assignee in writing of material infringements
detected, and (3) not allow any Trademarks, Patents, or Copyrights to be
abandoned, forfeited or dedicated to the public without the written consent of
Assignee, which shall not be unreasonably
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withheld, unless Assignor determines that reasonable business practices suggest
that abandonment is appropriate.
(k) Assignor shall promptly register the most recent version
of any of Assignor's Copyrights, Trademarks or Patents, if not so already
registered, that are material to Assignor's business, and shall, from time to
time, execute and file such other instruments, and take such further actions as
Assignee may reasonably request from time to time to perfect or continue the
perfection of Assignee's interest in the Collateral.
(l) This Assignment creates, and in the case of after acquired
Collateral, this Assignment will create at the time Assignor first has rights in
such after acquired Collateral, in favor of Assignee a valid and perfected first
priority security interest in the Collateral in the United States securing the
payment and performance of the Obligations upon making the filings referred to
in clause (m) below.
(m) To its knowledge, except for, and upon, the filing with
the United States Patent and Trademark office with respect to the Patents and
Trademarks and the Register of Copyrights with respect to the Copyrights
necessary to perfect the security interests and assignment created hereunder and
except as has been already made or obtained, no authorization, approval or other
action by, and no notice to or filing with, any U.S. governmental authority or
U.S. regulatory body is required either (1) for the grant by Assignor of the
security interest granted hereby or for the execution, delivery or performance
of this Assignment by Assignor in the U.S. or (2) for the perfection in the
United States or the exercise by Assignee of its rights and remedies thereunder.
(n) All information heretofore, herein or hereafter supplied
to Assignee by or on behalf of Assignor with respect to the Collateral is
accurate and complete in all material respects.
(o) Assignor shall not enter into any agreement that would
materially impair or conflict with Assignor's obligations hereunder without
Assignee's prior written consent. Assignor shall not permit the inclusion in any
material contract to which it becomes a party of any provisions that could or
might in any way prevent the creation of a security interest in Assignor's
rights and interest in any property included within the definition of the
Collateral acquired under such contracts.
(p) Upon any executive officer of Assignor obtaining actual
knowledge thereof, Assignor will promptly notify Assignee in writing of any
event that materially adversely affects the value of any material Collateral,
the ability of Assignor to dispose of any material Collateral or the rights and
remedies of Assignee in relation thereto, including the levy of any legal
process against any of the Collateral.
4. Assignee's Rights. Assignee shall have the right, but not the
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obligation, to take, at each Assignor's sole expense, any actions that such
Assignor is required under this Assignment to take but which such Assignor fails
to take, after fifteen (15) days' notice to such Assignor. Each Assignor shall
reimburse and indemnify Assignee for all reasonable costs and reasonable
expenses incurred in the reasonable exercise of its rights under this Section 4.
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5. Inspection Rights. Each Assignor hereby grants to Assignee and its
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employees, representatives and agents the right to visit, during reasonable
hours upon prior reasonable written notice to such Assignor, any of such
Assignor's plants and facilities that manufacture, install or store products (or
that have done so during the prior six-month period) that are sold utilizing any
of the Collateral, and to inspect the products and quality control records
relating thereto upon reasonable written notice to such Assignor and as often as
may be reasonably requested, but not more than one (1) in every six (6) months.
6. Further Assurances; Attorney in Fact. Each Assignor represents,
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warrants, covenants and agrees as follows:
(a) Assignor will make, execute, acknowledge and deliver, and
file and record in the proper filing and recording places in the United States,
all such instruments, including, appropriate financing and continuation
statements and collateral agreements and filings with the United States Patent
and Trademarks Office and the Register of Copyrights, and take all such action
as may reasonably be deemed necessary or advisable, or as requested by Assignee,
to perfect Assignee's security interest in all Copyrights, Patents and
Trademarks and otherwise to carry out the intent and purposes of this
Assignment, or for assuring and confirming to Assignee the grant or perfection
of a security interest in all Collateral.
(b) Upon an Event of Default, Assignor hereby irrevocably
appoints Assignee as Assignor's attorney-in-fact, with full authority in the
place and stead of Assignor and in the name of Assignor, Assignee or otherwise,
from time to time in Assignee's discretion, upon Assignor's failure or inability
to do so, to take any action and to execute any instrument which Assignee may
deem necessary or advisable to accomplish the purposes of this Assignment,
including:
(i) To modify, in its sole discretion, this
Assignment without first obtaining Assignor's approval of or signature to such
modification by amending Exhibit X-0, Xxxxxxx X-0, Exhibit A-3, Exhibit B and
Exhibit C, thereof, as appropriate, to include reference to any right, title or
interest in any Copyrights, Patents or Trademarks acquired by Assignor after the
execution hereof or to delete any reference to any right, title or interest in
any Copyrights, Patents or Trademarks in which Assignor no longer has or claims
any right, title or interest; and
(ii) To file, in its sole discretion, one or more
financing or continuation statements and amendments thereto, relative to any of
the Collateral without the signature of Assignor where permitted by law.
7. Events of Default. The occurrence of any of the following shall
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constitute an Event of Default under the Assignment:
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(a) An Event of Default occurs under the Loan Agreement; or
(b) Any Assignor breaches or fails to perform or observe in
any material respect any representation, warranty or agreement made by such
Assignor in this Assignment.
8. Remedies. Upon the occurrence and continuance of an Event of
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Default, Assignee shall have the right to exercise all the remedies of a secured
party under the UCC, including without limitation, the right to:
(a) require any Assignor to assemble any tangible property in
which the Collateral is embodied and in which Assignee has a security interest
and to make it available to Assignee at a place designated by Assignee,
(b) exercise any and all rights as beneficial and legal owner
of the Collateral, including, without limitation, any and all consensual rights
and powers with respect to the Collateral, and
(c) sell or assign or grant a license to use, or cause to be
sold or assigned or grant a license to use any or all of the Collateral or any
part thereof, in each case, free of all rights and claims of each Assignor
therein and thereto, except to the extent such actions would violate
restrictions against assignments contained in any Collateral in which such
Assignor's rights arise by contract or license. In that connection, Assignee
shall have the right to cause any or all of the Collateral to be transferred of
record into the name of Assignee or its nominee and the right to impose (i) such
limitations and restrictions on the sale or assignment of the Collateral as
Assignee may deem to be necessary or appropriate to comply with any law, rule or
regulation having applicability to such sale or assignment and (ii) requirements
for any necessary governmental approvals. To the extent not inconsistent with
any license or contract under which each Assignor's rights arise, Assignee shall
have a nonexclusive, royalty-free license to use the Copyrights, Patents and
Trademarks to the extent reasonably necessary to permit Assignee to exercise its
rights and remedies upon the occurrence of an Event of Default. Each Assignor
will pay any expenses (including reasonable attorney's fees) incurred by
Assignee in connection with the exercise of any of Assignee's rights hereunder,
including without limitation any expense incurred in disposing of the
Collateral. All of Assignee's rights and remedies with respect to the Collateral
shall be cumulative.
9. Indemnity. Each Assignor agrees to defend, indemnify and hold
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harmless Assignee and its officers, employees, and agents against: (a) all
obligations, demands, claims, and liabilities claimed or asserted by any other
party in connection with the transactions contemplated by this Assignment, and
(b) all losses or expenses in any way suffered, incurred, or paid by Assignee as
a result of or in any way arising out of, following or consequential to
transactions between Assignee and such Assignor, whether under this Assignment
or otherwise (including without limitation, reasonable attorneys fees and
reasonable expenses), except for losses arising from or out of Assignee's gross
negligence or willful misconduct.
10. Release. At such time as Assignors shall completely satisfy all of
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the Obligations, Assignee shall execute and deliver to Assignors all assignments
and other instruments as may be reasonably necessary or proper to terminate
Assignee's security interest and any conditional assignment in the Collateral,
subject to any disposition of the Collateral which may have been made by
Assignee pursuant to this Assignment. For the purpose of this Assignment, the
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Obligations shall be deemed to continue if any Assignor enters into any
bankruptcy or similar proceeding at a time when any amount paid to Assignee
could be ordered to be repaid as a preference or pursuant to a similar theory,
and shall continue until it is finally determined that no such repayment can be
ordered.
11. No Waiver. No course of dealing between any Assignor and Assignee,
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nor any failure to exercise nor any delay in exercising, on the part of
Assignee, any right, power, or privilege under this Assignment or under the Loan
Agreement or any other agreement, shall operate as a waiver. No single or
partial exercise of any right, power, or privilege under this Assignment or
under the Loan Agreement or any other agreement by Assignee shall preclude any
other or further exercise of such right, power, or privilege or the exercise of
any other right, power, or privilege by Assignee.
12. Rights Are Cumulative. All of Assignee's rights and remedies with
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respect to the Collateral whether established by this Assignment, the Loan
Agreement, or any other documents or agreements, or by law shall be cumulative
and may be exercised concurrently or in any order.
13. Course of Dealing. No course of dealing, nor any failure to
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exercise, nor any delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.
14. Attorneys' Fees. If any action relating to this Assignment is
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brought by either party hereto against the other party, the prevailing party
shall be entitled to recover reasonable attorneys fees, costs and disbursements.
15. Amendments. This Assignment may be amended only by a written
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instrument signed by both parties hereto. To the extent that any provision of
this Assignment conflicts with any provision of the Loan Agreement, the
provision giving Assignee greater rights or remedies shall govern, it being
understood that the purpose of this Assignment is to add to, and not detract
from, the rights granted to Assignee under the Loan Agreement. This Assignment,
the Loan Agreement, and the documents relating thereto comprise the entire
agreement of the parties with respect to the matters addressed in this
Assignment.
16. Severability. The provisions of this Assignment are severable. If
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any provision of this Assignment is held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such provision or part thereof in any other jurisdiction, or any
other provision of this Assignment in any jurisdiction.
17. Counterparts. This Assignment may be executed in two or more
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counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.
18. Governing Law and Jurisdiction. This Assignment shall be governed
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by the laws of the Commonwealth of Virginia, without regard for choice of law
provisions. Each Assignor and Assignee consent to the nonexclusive jurisdiction
of any state or federal court located in Fairfax County, Virginia.
19. Confidentiality. In handling any confidential information, each of
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Assignee and its agents shall exercise the same degree of care that its exercise
with respect to its own
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proprietary information of the same types to maintain the confidentiality of any
non-public information thereby received or received pursuant to this Assignment
except that the disclosure of this information may be made (a) to the affiliates
of Assignee, (b) to prospective transferee or purchasers of an interest in the
obligations secured hereby, provided that they have entered into a comparable
confidentiality agreement in favor of each Assignor and have delivered a copy to
such Assignor, (c) as required by law, regulation, rule or order, subpoena
judicial order or similar order and (d) as may be required in connection with
the examination, audit or similar investigation of Assignee.
20. WAIVER OF RIGHT TO JURY TRIAL. ASSIGNEE AND EACH ASSIGNOR EACH
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HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (a) THIS ASSIGNENT; OR (b) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN ASSIGNEE AND SUCH ASSIGNOR; OR
(c) ANY CONDUCT, ACTS OR OMISSIONS OF ASSIGNEE OR SUCH ASSIGNOR OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH ASSIGNEE OR SUCH ASSIGNOR; IN EACH OF THE FOREGOING CASES,
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
the day and year first above written.
ASSIGNORS:
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SRA INTERNATIONAL, INC.,
a Delaware corporation
Address of Assignor:
By: /s/ Xxxxxxx X. Xxxxxx
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0000 Xxxx Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 -----------------------------
Title: SVP, CFO
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SYSTEMS RESEARCH AND APPLICATIONS
CORPORATION,
a Delaware corporation
Address of Assignor:
By: /s/ Xxxxxxx X. Xxxxxx
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0000 Xxxx Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 -----------------------------
Title: SVP, CFO
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SRA TECHNICAL SERVICES CENTER, INC.,
a Delaware corporation
Address of Assignor:
By: /s/ Xxxxxxx X. Xxxxxx
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0000 Xxxx Xxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 -----------------------------
Title: SVP, CFO
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ASSIGNEE:
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SUNTRUST BANK, a Georgia banking
corporation
Address of Assignee:
By: ___________________________
0000 Xxx Xxxx Xxxxxx, X.X. Name: ___________________________
Xxxxxxxxxx, X.X. 00000 Title: ___________________________
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State OF Virginia
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COUNTY OF Fairfax
------------------- )
On August 17, 2001, before me, Xxxxx Xxxxxx
--------------------- --------------------------
_________________________________________, Notary Public, personally appeared
Xxxxxxx X. Xxxxxx
-----------------------------------------------------------------------,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
/s/ Xxxxx X. Xxxxxx
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Notary Public
(Seal)
State OF Virginia
-------------- ------------- )
COUNTY OF Fairfax
------------------- )
On August 17, 2001, before me, Xxxxx Xxxxxx
--------------------- --------------------------
_________________________________________, Notary Public, personally appeared
Xxxxxxx X. Xxxxxx
-----------------------------------------------------------------------,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
/s/ Xxxxx X. Xxxxxx
-------------------------------
Notary Public
(Seal)
State OF Virginia
-------------- ------------- )
COUNTY OF Fairfax
------------------- )
On August 17, 2001, before me, Xxxxx Xxxxxx
--------------------- --------------------------
_________________________________________, Notary Public, personally appeared
Xxxxxxx X. Xxxxxx
-------------------------------------------------------------------------,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the
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person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
/s/ Xxxxx X. Xxxxxx
-------------------------------
Notary Public
(Seal)
______________ OF _____________ )
COUNTY OF ___________________ )
On _____________________, 2001, before me, __________________________
_________________________________________, Notary Public, personally appeared
_______________________________________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
-------------------------------
Notary Public
(Seal)
______________ OF _____________ )
COUNTY OF ___________________ )
On _____________________, 2001, before me, __________________________
_________________________________________, Notary Public, personally appeared
_______________________________________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
12
-------------------------------
Notary Public
(Seal)
13
EXHIBIT "A-1"
REGISTERED COPYRIGHTS
REG. NO. REG. DATE COPYRIGHT
-------- --------- ---------
EXHIBIT "A-2"
UNREGISTERED RIGHTS
EXHIBIT "A-3"
DESCRIPTION OF COPYRIGHT LICENSE AGREEMENTS
-------------------------------------------
EXHIBIT "B"
PATENTS
DOCKET NO. COUNTRY SERIAL NO. FILING DATE STATUS
---------- ------- ---------- ----------- ------
EXHIBIT "C"
TRADEMARKS
XXXX COUNTRY SERIAL NO. STATUS
---- ------- ---------- ------
Friday, August 17, 2001 Client Status Report - PATENT INVENTORY Page 1
Client: 06551 SRA INTERNATIONAL, INC.
------------------------------------------------------------------------------------------------------------------------------------
Case Number Sub Application Patent No.
Title Status Case Number/Date Issue Date Attorney(s)
------------------------------------------------------------------------------------------------------------------------------------
PROTECTION OF AN ELECTRONICALLY STORED
IMAGE IN A FIRST COLOR SPACE BY THE 06551-0062 02 828,924/08 5,893,101 JAB
ALTERATION OF DIGITAL COMPONENT IN A
SECOND COLOR SPACE ISSUED 28-Mar-1997 06-Apr-1999
United States of America
------------------------------------------------------------------------------------------------------------------------------------
CONTENT DISTRIBUTION SYSTEM AND METHOD
United States of America 06551-0069 00 839,176/09 JAB
Pending 23-Apr-2001 JEP
------------------------------------------------------------------------------------------------------------------------------------
A LARGE-SCALE RELATION AND EVENT EXTRACTION SYSTEM
United States of America 06551-6000 00 251,421/60 JAB
Pending 06-Dec-2000
------------------------------------------------------------------------------------------------------------------------------------
LARGE-SCALE RELATION AND EVENT EXTRACTION SYSTEM
United States of America 06551-6001 00 JAB
INACTIVE
------------------------------------------------------------------------------------------------------------------------------------
Friday, August 17, 2001 Client Status Report - PATENT INVENTORY Page 1
Client: 06551 SRA INTERNATIONAL, INC.
---------------------------------------------------------------------------------------------------------
Next Action(s) Due Date(s)
---------------------------------------------------------------------------------------------------------
3 YR CALLUP - 06-Apr-2002
Tax 3.5 06-Oct-2002
XXXXX/XXXX XXX 00-Xxx-0000
0 XX XXXXXX - 00-Xxx-0000
Tax 7.5 06-Oct-2006
MAINT/SCHG DUE 06-Apr-2007
11 YR CALLUP - 06-Apr-2010
Tax 11.5 06-Oct-2010
MAINT/SCHG DUE 06-Apr-2011
---------------------------------------------------------------------------------------------------------
Benefit of Priority 23-Aug-2001
IDS CALLUP 23-Aug-2001
IDS CALLUP 23-Sep-2001
IDS DUE 23-Oct-2001
8-MO REMINDER DUE 23-Dec-2001
11-MO REMINDER DUE 23-Mar-2002
CALL CLIENT 17-Apr-2002
APPLN STATUS 23-Apr-2002
CONVENTION DATE 23-Apr-2002
---------------------------------------------------------------------------------------------------------
2 MONTH CALLUP 06-Oct-2001
11-MO REMINDER DUE 06-Nov-2001
3 WEEK CALLUP 15-Nov-2001
2 WEEK CALLUP 22-Nov-2001
5 DAY CALLUP 01-Dec-2001
CALL CLIENT 01-Dec-2001
APPLICATION DUE 06-Dec-2001
CONVENTION DATE 06-Dec-2001
---------------------------------------------------------------------------------------------------------
SRA Trademark Inventory
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0003 00337 European SRA 1081298 2/18/1999 1081298 9, 16, 35,
Community 41, 4
Status: Goods And Services: COMPUTER SOFTWARE AND HARDWARE; COMPUTER
SOFTWARE FOR USE IN SURVEILLANCE AND
REGISTERED MONITORING OF ELECTRONIC TEXT COMMUNICATIONS;
COMPUTER SOFTWARE FOR USE WITH GLOBAL
COMPUTER NETWORKS AND INTERNAL NETWORKS;
LOGISTICS MANAGEMENT SOFTWARE...
------------------------------------------------------------------------------------------------------------------------------------
06551 0003 00000 Xxxxxx Xxxxxx SRA 159,989/75 8/22/1996 2,094,996 09
of America
Status: Goods And Services: COMPUTER SOFTWARE FOR USE IN CONNECTION WITH
GLOBAL COMPUTER NETWORKS AND INTERNAL CORPORATE
NETWORKS, AND LOGISTS MANAGEMENT SOFTWARE
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0004 00000 Xxxxxx Xxxxxx SRA 159,981/75 8/22/1996 2,290,369 09
of America
Status: Goods And Services: COMPUTER SOFTWARE FOR USE IN LEGAL, AND
FINANCIAL APPLICATIONS
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0005 00000 Xxxxxx Xxxxxx SRA 159,926/75 8/22/1996 2,097,456 42
of America
Status: Goods And Services: INFORMATION TECHNOLOGY CONSULTING SERVICES
IN THE FIELDS OF TELECOMMUNICATIONS, COMPUTER
NETWORKING, BUSINESS REENGINEERING,...
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0008 00000 Xxxxxx Xxxxxx SRA LOGO 172,514/75 9/26/1996 2,296,347 09
of America
Status: Goods And Services: COMPUTER SOFTWARE, NAMELY SEARCH ENGINES;
ARCHIVING SOFTWARE; SOFTWARE THAT RECOGNIZES
REGISTERED AND ANALYZES PATTERNS IN DATABASES; SOFT-XXXX
FOR SCHEDULING TRANSPORTATION, ACQUISITION, AND
DEPLOYMENT OF EQUIPMENT AND PERSONNEL; SOFTWARE
THAT CONSOLIDATES, SUMMARIZES, AND ANALYZES
BUSINESS INFORMATION; GLOBAL COMPUTER NETWORK
SURVEILANCE SOFTWARE
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 1 of 6
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0008 00337 European SRA LOGO 1080563 2/18/1999 1080563 09, 16, 35,
Community 41,4
Status: Goods And Services: COMPUTER SOFTWARE AND HARDWARE; COMPUTER
SOFTWARE FOR USE IN SURVEILLANCE AND MONITORING
REGISTERED OF ELECTRONIC TEXT COMMUNICATIONS; COMPUTER
SOFTWARE FOR USE WITH GLOBAL COMPUTER NETWORKS
AND INTERNAL NETWORKS; LOGISTICS MANAGEMENT
SOFTWARE...
------------------------------------------------------------------------------------------------------------------------------------
06551 0009 00000 Xxxxxx Xxxxxx SRA LOGO 172,515/75 9/26/1996 2,177,402 42
of America
Status: Goods And Services: INFORMATION TECHNOLOGY CONSULTING SERVICES
IN THE FIELDS OF TELECOMMUNICATION, COMPUTER
REGISTERED NETWORKING, BUSINESS REENGINEERING,...
------------------------------------------------------------------------------------------------------------------------------------
06551 0010 00000 Xxxxxx Xxxxxx MEDIATRIEVE 673,513/74 5/15/1995 10
of America
Status: Goods And Services: COMPUTER SOFTWARE FOR SEARCHING FULL-TEXT
DATABASES, RETRIEVAL AND DISPLAY OF IMAGES
ABANDONED AND OTHER NON-TEXTUAL DATA AND MANUALS SOLD...
------------------------------------------------------------------------------------------------------------------------------------
06551 0012 00337 European ASSENTOR (IN BLOCK LETTERS 731174 1/26/1998 731174 35, 42
Community
Status: Goods And Services
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0012 00000 Xxxxxx Xxxxxx ASSENTOR 332,708/75 7/29/1998 2,217,925 009
of America
Status: Goods And Services COMPUTER SOFTWARE FOR USE IN SURVEILLANCE
AND MONITORING OF ELECTRONIC TEXT COMMUNICATIONS
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0013 00000 Xxxxxx Xxxxxx KDD EXPLORER 428,243/75 2/3/1998 2,333,711 9
of America
Status: Goods And Services: DATA MINING SOFTWARE, NAMELY, SOFTWARE THAT
RECOGNIZES AND ANALYZES PATTERNS IN DATABASE
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 2 of 6
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0017 00000 Xxxxxx Xxxxxx ELITE 428,242/75 2/3/1998 2,376,468 35
of America
Status: Goods And Services: BUSINESS CONSULTING SERVICE IN THE FIELDS
OF STRATEGIC PLANNING, BUSINESS PROCESS
REGISTERED RE-ENGINEERING, SYSTEM DEVELOPMENT ETC...
------------------------------------------------------------------------------------------------------------------------------------
06551 0018 0000 United States WE'RE JUST BETTER AT THINS
of America
Status: Goods And Services:
INACTIVE
------------------------------------------------------------------------------------------------------------------------------------
06551 0019 00000 Xxxxxx Xxxxxx BIZCASE 124,665/75 6/24/1996 2,063,331 9, 21, 23,
of America 26, 3
Status: Goods And Services:
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0020 00000 Xxxxxx Xxxxxx IMPRINT 689,899/74 6/16/1995 1,980,996 09, 21, 23,
of America 26, 36,
Status: Goods And Services:
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0021 00000 Xxxxxx Xxxxxx SRA CORPORATION 314,327/74 9/16/1992 1,773,279 42
of America
Status: Goods And Services: COMPUTER CONSULTATION; NAMELY, DEVELOPING
SOLUTIONS FOR MANAGEMENT PROBLEMS THROUGH
REGISTERED SYSTEMS ANALYSIS AND DESIGN, SOFTARE
CUSTOMIZATION...
------------------------------------------------------------------------------------------------------------------------------------
06551 0022 00000 Xxxxxx Xxxxxx ELITE 2000 438,197/75 2/23/1998 35
of America
Status: Goods And Services: BUSINESS CONSULTING SERVICES IN THE FILES
OF STRATEGIC PLANNING, NUSINESS PROCESS
RE-ENGINEERING, SYSTEM DEVELOPMENT AND
INTEGRATION,
ABANDONED
------------------------------------------------------------------------------------------------------------------------------------
06551 0027 00000 Xxxxxx Xxxxxx ARCHIPELAGO 503,005/75 6/16/1998 009
of America
Status: Goods And Services SOFTWARE TO MANAGE COMPUTER IN A
NETWORK AND COMPONTS THEREOF
ABANDONED
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 3 of 6
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0037 00000 Xxxxxx Xxxxxx SRA INSITE 574,363/75 10/21/1998 2,346,684 09
of America
Status: Goods And Services: COMPUTER SOFTWARE FOR ORGANIZING INTERNAL
NETWORKS, DATABASES, AND WEBSITES
Registered
------------------------------------------------------------------------------------------------------------------------------------
06551 0040 00000 Xxxxxx Xxxxxx ISOQUEST AND DESIGN 264,906/75 6/27/1997 2,123,824 09
of America
Status: Goods And Services: COMPUTER SOFTWARE FOR DATA EXTRACTION AND
INDEXING FOIR USE IN ELECTRONIC PUBLISHING
AND ON-LINE ONFORMATION SERVICES,...ETC.
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0041 00000 Xxxxxx Xxxxxx ISOQUEST 264,905/75 3/27/1997 2,212,287 09
of America
Status: Goods And Services COMPUTER SOFTWARE FOR DATA EXTRACTION AND
INDEXING FOR USE IN ELECTRONIC PUBLISHING
AND ON-LINE INFORMATION SERVICES,...
REGISTERED
------------------------------------------------------------------------------------------------------------------------------------
06551 0042 00000 Xxxxxx Xxxxxx OWL DESIGN 408,756/75 12/19/1997 2,308,361 09;42
of America
Status: Goods And Services: 09: COMUPTER SOFTWARE FOR SEARCING ELECTRONIC
TEXT WHICH COMBINES ADVANCED INFORMATION
REGISTERED RETRIEVAL, AUTOMATIC INDEXINF AND UUTOMATED
HYPERTEXT AUTHORIING AND MANUALS LICENSED
THEREWITH.
42: SERVICES DIRECTED TO DEVELOPING COMUTER
FORWARE FOR SEARCHING ELECTRONIC TEXTS WHICH
COMBINES ADVANCED INFORMATION RETRIEVAL,
AUTOMATIC INDEXING AND AUTOMATED HYPERTEXT
AUTHORING.
------------------------------------------------------------------------------------------------------------------------------------
06551 0043 00000 Xxxxxx Xxxxxx INTELLIGENCE DISCOVERY 403,661/75 12/11/1997 09;42
of America
Status: Goods And Services: 09: COMPUTER SOFTWARE FOR SEARCHING ELECTRONIC
TEXT WHICH COMBINES...
42: SERVICES DIRECTED TO DEVELOPING COMPUTER
SOFTWARE FOR SEARCHING...
ABANDONED
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 4 of 6
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0044 00000 Xxxxxx Xxxxxx NETOWL 393,522/75 11/20/1997 09
of America
Status: Goods And Services: COMPUTER SOFTARE FOR SEARCHING ELECTRONIC TEXT
WHICH COMBINES ADVANCED INFORMATION RETRIEVAL,
AUTOMATIC INDEXING AND AUTOMATD...
PENDING
------------------------------------------------------------------------------------------------------------------------------------
06551 0045 00000 Xxxxxx Xxxxxx DTCPACK 849,203/75 11/16/1999 42
of America
Status: Goods And Services: COMPUTER, TELECOMMUNICATIONS, AND TECHNOLOGY
CONSULTING SERVICES, NAMELY DEVELOPMENT OF AN
INTEGRATED VOICE AND DATA OFFIC ENVIRONMENT
PENDING
------------------------------------------------------------------------------------------------------------------------------------
06551 0046 00000 Xxxxxx Xxxxxx DEPLOYABLE TELECOMMUNIC 849,202/75 11/16/1999 42
of America
Status: Goods And Services: COMPUTER, TELECOMMUNICATIONS, AND TECHNOLOGY
CONSULTING SERVICES, NAMELY DEVELOPMENT OF AN
INTEGRATED VOICE AND DATA OFFIC EENVIRONMENT
PENDING
------------------------------------------------------------------------------------------------------------------------------------
06551 0055 00000 Xxxxxx Xxxxxx FASTVALUE 040,075/76 5/3/2000
of America
Status: Goods And Services: CONSULTING SERVICES IN THE FIELD OF INTEGRATION
AND MAINTENANCE OF SOFTWARE PROGRAMS AND COMPUTER
SYSTEMS FOR OTHERS TO IMPROVE BUSINESS
ABANDONED MANAGEMENT AND EFFICIENCY
------------------------------------------------------------------------------------------------------------------------------------
06551 0056 00000 Xxxxxx Xxxxxx SUSTAINVALUE 040,473/76 5/3/2000
of America
Status: Goods And Services: CONSULTING SERVICES IN THE FIELD OF INTEGRATION
AND MAINTENANCE OF SOFTWARE PROGRAMS AND COMPUTER
SYSTEMS FOR OTHERS TO IMPROVE BUSINESS
ABANDONED MANAGEMENT AND EFFICIENCY
------------------------------------------------------------------------------------------------------------------------------------
06551 0060 00337 European DISCOVEREASE 2091304 2/16/2001 9,35,42
Community
Status: Goods And Services: SOFTWARE AND HARDWARE FOR USE IN THE LEGAL
PROFESSION, CL. 9; BUSINESS CONSULTING, CL 35;
INFORMATION TECHNOLOGY CONSULTING, CL 42
PENDING
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 5 of 6
Our Reference Country Xxxx Application Application Registration Class
Number Date Number
------------------------------------------------------------------------------------------------------------------------------------
06551 0060 00000 Xxxxxx Xxxxxx DISCOVEREASE 120,150/76 8/30/2000 9
of America
Status: Goods And Services: SOFTWARE AND HARDWARE FOR USE IN THE
LEGAL PROFESSION
PENDING
------------------------------------------------------------------------------------------------------------------------------------
06551 0065 00000 Xxxxxx Xxxxxx GISTIT 155,569/76 10/27/2000 09,38
of America
Status: Goods And Services: 9 - COMPUTER SOFTWARE TO ENABLE THE USER
TO EDIT, SUMMARIZE, ABRIDGE, AND EXTRACT
CONTENT FROM E-MAIL CORRESPONDENCE, WEB
PENDING SITES AND OTHER SOURCES
38 - TELECOMMUNICATION SERVICES TO ENABLE
USERS TO EDIT, SUMMARIZE, ABRIDGE, AND
EXTRACT CONTENT FROM E-MAIL CORRESPONDENCE,
WEB SITES, AND OTHER SOURCES
------------------------------------------------------------------------------------------------------------------------------------
06551 0071 00000 Xxxxxx Xxxxxx TAPESTRY TECHNOLOGY 270,729/76 6/14/2001 09 & 42
of America
Status: Goods And Services 009 - SOFTWARE FOR VISUALIZATION, MANAGEMENT,
ANALYSIS, AND STORAGE OF BIOLOGICAL, BIOMEDICAL,
GENETIC, AND PHARMACEUTICAL INFORMATION AND
PENDING DATA
042 - ONLINE SERVICES, NAMELY PROVIDING ACCESS
TO TOOLS FOR VISUALIZATION, MANAGEMENT, ANALYSIS,
AND STORAGE OF BIOLOGICAL, BIOMEDICAL, GENETIC,
AND PHARMACEUTICAL INFORMATION AND DATA
------------------------------------------------------------------------------------------------------------------------------------
06551 0072 00000 Xxxxxx Xxxxxx BIOSILK 270,730/76 6/14/2001 09 & 42
of America
Status: Goods And Services: 9- Software for visualization, management,
analysis, and storage of biological, biomedical,
genetic, and pharmaceutical information and
PENDING data
42- Online services, namely providing access
to tools for visualization, management,
analysis, and storage of biological,
biomedical, genetic, and pharmaceutical
information and data
------------------------------------------------------------------------------------------------------------------------------------
Thursday, August 16, 2001 Page 6 of 6
