ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made effective as of this
13th day of January, 2004, by and among NEW MEDIUM ENTERPRISES, INC., a Nevada
corporation ("NMEN" or "Buyer") with the principal office located at 0000 00
Xx., Xxxxxxxx, XX 00000, and TriGM International S.A. a Nevis corporation
("TriGM" or "Seller") with the principal office located at XxxXX Xxxxxx Xxxxxx
000, 0000 Xxxxxxxxxx, Xxxxxxx .
RECITALS
A. Buyer desires to purchase from Seller the Purchased Assets only, on the
following terms and conditions; and
B. Seller desires to sell to Buyer the Purchased Assets, on the following terms
and conditions.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants, representations, warranties, conditions, and agreements hereinafter
expressed, the Parties agree as follows:
ARTICLE I.
DEFINITIONS
In addition to those capitalized terms defined throughout this Agreement, the
following terms shall have the meanings ascribed to them here below:
1.1 "Closing" means the consummation of the transactions contemplated by this
Agreement.
1.2 "Closing Date" means the within three (3) business days that this
transaction is consented to by NMEN's shareholders.
1.3 "Effective Time" means the effective time of the Closing, which shall be as
of 11:59 p.m. on the day preceding the Closing Date.
1.4 "Person" means any natural person, any corporation, partnership, limited
liability company, limited liability partnership, joint venture, association,
company, or other legal entity, and any Government.
ARTICLE II.
PURCHASE AND SALE OF PURCHASED ASSETS
2.1 Assets to be Purchased.
(a) Subject to the terms and conditions hereof on the Closing Date, and as of
the Effective Time, Seller shall sell to Buyer, free and clear of all liens,
claims, restrictions or encumbrances of any kind, unless otherwise provided
herein, all assets and property and associated rights and interests, real,
personal, and mixed, tangible and intangible, of whatever kind, as detailed in
Schedule A (the "Purchased Assets"):
2.2 Assumed Liabilities. NONE
2.3 Consideration. The consideration to be paid by Buyer to Seller shall be as
follows:
1. Upon Closing, NMEN will expeditiously issue an aggregate of 27,792,999 shares
issued to the named designees as follows: : (i) to the name of TriGM. 22,442,999
(twenty two million four hundred and forty two thousand nine hundred ninety
nine) common shares of NMEN, (ii) to the name of X.X.Xxxxxxxx GmbH 1,000,000
(one million) common shares of NMEN (iii) 2,350,000 (two million three hundred
fifty thousand) common shares of NMEN to be held in Escrow with Xxxxxxx Xxxxxx,
and (iv) 2,000,000 (Two Million) common shares of NMEN to be held in escrow with
Xxxxxx Xxxxxxx as Escrow attorney for future allocation to scientists. 2. In
addition to stock issuance as stated above, NMEN agrees to an additional $87,000
fee to be paid only after New Medium Enterprises, Inc. has raised and received
additional cumulative funds of more than $500,000.00 net, and only provided that
(i) such funds are available for use by NMEN directly or through a subsidiary
over which NMEN has the authority to direct payment; and (ii) such action(s)
would not be in contravention of any existing agreements between NMEN and said
subsidiary. In the event that a subsidiary raises said funds, NMEN will use its
best efforts to cause the abovementioned fee to be paid.
2.4 Closing. The Closing shall take place at 12:00 p.m. on the Closing Date at
the offices of Rimberg & Associates, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby make the following representations and warranties, each of which
is true and correct on the date hereof and each of which shall be true and
correct on the Closing Date and shall survive the Closing Date and the
transactions contemplated hereby.
3.1 Corporate Existence and Power of Seller. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of Nevis.
Except as set forth on the attached Schedules, Seller has the corporate power
and authority to own and use its assets and to transact the business in which it
is engaged, holds all franchises, licenses and permits necessary and required
therefore, is duly licensed or qualified to do business as a foreign corporation
and is in good standing in each jurisdiction where such license or qualification
is required. Seller has the corporate power to enter into this Agreement, to
perform its obligations hereunder, and to consummate the transactions
contemplated hereby.
3.2 Approval and Enforceability of Agreement. Subject to share holder approval,
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized, approved and
ratified by all necessary action on the part of Seller. Certified copies of all
required resolutions, authorizations, consents, approvals and/or ratifications
have been provided to Buyer and no such resolution, authorization, consent or
approval has been altered, amended, rescinded, repealed or revoked. Seller has
full authority to enter into and deliver this Agreement, to perform its
obligations hereunder, and to consummate the transactions contemplated hereby.
Assuming the due execution and delivery hereof by Buyer, this Agreement is the
legal, valid and binding obligation of Seller, enforceable against Seller
according to its terms.-
3.3 Financial Statements. There are no Financial Statements for Seller.
3.4 Events Subsequent to Formation. Since Seller's inception, there has been no
(a) material adverse changes affecting the Purchased Assets or in the results of
financial operations of Seller or its business ("Material Adverse Change"), and
no Material Adverse Change will arise as a result of the consummation of the
transactions contemplated hereby to the Purchased Assets; (b) transaction
entered into or carried out by Seller other than in the ordinary course of the
Business; (c) borrowing or incurrence of any indebtedness, contingent or other,
by or on behalf of Seller, that could affect the Purchased Assets, or any
endorsement, assumption, or guarantee of payment or performance of any
indebtedness or liability of any other Person or entity by Seller; and (d)
commitment or agreement by Seller to do any of the foregoing items (b) or (c).
3.5 Undisclosed Liabilities. Seller does not have any liabilities whatsoever,
known or unknown, asserted or unasserted, liquidated or unliquidated, accrued,
absolute, contingent, or otherwise, that could affect the Purchased Assets and
there is no basis for any claim against Seller for any such liability.
3.6 Taxes. All tax and information returns required to be filed by Seller on or
prior to the Closing Date with respect to taxes imposed on or assessed to Seller
have been or will be timely filed. All amounts shown on each of such returns
have been paid or will be paid when due. There are no grounds for the assertion
or assessment of any taxes against Seller, the Purchased Assets or the Business.
The Purchased Assets are not encumbered by any liens arising out of any unpaid
taxes and there are no grounds for the assertion or assessment of any liens
against the Purchased Assets in respect of any taxes. The transactions
contemplated by this Agreement will not give rise to (i) the creation of any
liens against the Purchased Assets in respect of any taxes or (ii) the assertion
of any additional taxes against the Purchased Assets. There is no action or
proceeding or unresolved claim for assessment or collection, pending or
threatened, by, or present or expected dispute with, any government authority
for assessment or collection from Seller of any taxes of any nature affecting
the Purchased Assets. There is no extension or waiver of the period for
assertion of any taxes against Seller affecting the Purchased Assets or the
Business. None of the Purchased Assets are subject to a tax indemnification
agreement.
3.7 Intellectual Property. Schedule C contains a true, complete and accurate
list of all the sold Intellectual Property.
3.8 Necessary Property and Transfer of Purchased Assets. Upon the Closing, good
and marketable title to the Purchased Assets shall be vested in Buyer free and
clear of all liens, claims and encumbrances.
3.9 No Breach of Law or Governing Documents. Seller has complied with and is
not in default under or in breach or violation of any applicable law' of any
government body, or the provisions of any franchise or license, or in default
under or in breach or violation of any provision of its articles or certificate
of incorporation or its bylaws. Neither the execution of this Agreement nor the
Closing will constitute or result in any such default, breach or violation. No
government permits or consents are necessary to effect the transactions
contemplated hereby.
3. 10 Litigation and Arbitration. There is no suit, claim, action or proceeding
now pending or, to the best knowledge of Seller, its officers and directors,
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body, nor are there
any grounds therefore, to which Seller, officers or directors is a party or
which may result in any judgment, order, decree, liability, award or other
determination which will, or could, individually or in the aggregate, result in
a Material Adverse Change. No such judgment, order, decree or award has been
entered against Seller nor has any such liability been incurred which has, or
could have, such effect. There is no claim, action or proceeding now pending or
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body which will, or
could, prevent or hamper the consummation of the transactions contemplated by
this Agreement, Seller, its officers and directors are not now nor have been
threatened or subject to, and there are no grounds for, any suit, claim,
litigation, proceeding (administrative, judicial, or in arbitration, mediation
or alternative dispute resolution), government or grand jury investigation, or
other action or order, writ, injunction, or decree of any court or other
Government relating to personal injury, death, or property or economic damage
arising from products of the Seller.
3.11 Books and Records. The books of account, stock record books and minute
books and other corporate records of Seller are in all material respects
complete and correct, have been maintained in accordance with good business
practices and the matters contained therein are accurately reflected on the
Financial Statements.
3.12 Disclosure. No representation or warranty of Seller herein and no
statement, information or certificate furnished or to be furnished by or on
behalf of Seller pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading.
3.13 Solvency of Seller. Since its inception and through the Closing Date, TriGM
International, SA has been and will be solvent. "Solvent" shall mean, for
purposes of application of this provision, that: (i) the fair saleable value of
Seller's property is in excess of the total amount of its debts; and (ii) Seller
is able to pay its debts as they mature.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties each of which is
true and correct on the date hereof and each of which shall be true and correct
on the Closing Date and shall survive the Closing Date and the sale contemplated
hereby,
4.1 Corporate Existence of Buyer. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. Buyer has
the corporate power and authority to own and use its properties and to transact
the business in which it is engaged. As of the date hereof, NMEN is qualified to
do business in New York. NMEN does not own any shares of capital stock or other
interest in any corporation, partnership, association or other entity except as
disclosed in prospectuses, registration statements and reports filed with the
Securities and Exchange Commission (the "Commission") and publicly available on
the Commission's XXXXX Filing System (collectively "SEC Documents").
4.2 Approval of Agreement. Subject to shareholder approval, this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized, approved and ratified by all necessary action on the part of Buyer.
Certified copies of all required resolutions, authorizations, consents,
approvals and/or ratifications have been provided to Seller and no such
resolution, authorization, consent or approval has been altered, amended,
rescinded, repealed or revoked. Buyer has full authority to enter into and
deliver this Agreement, to perform its obligations hereunder, and to consummate
the transactions contemplated hereby. Assuming the due execution and delivery
hereof by Seller, this Agreement is the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms.
4.3 No Breach of Articles or Indentures. The execution of this Agreement and the
consummation of the transactions contemplated hereby has not and will not
constitute or result in the breach of any of the provisions of, or constitute a
default under, the operating agreement of Buyer, or any material indenture,
evidence of indebtedness or other commitment to which Buyer is a party or by
which it is bound, which breach of default would have a material adverse effect
on the consummation of the transactions contemplated by this Agreement. Broker's
Fees. Buyer has not retained any broker, finder or agent or agreed to pay any
broker's fees, finder's fees or commissions with respect to the transactions
contemplated by this Agreement.
Capitalization. The number of shares of Company Stock to be authorized for
shareholder approval shall be 200,000,000 (currently 100,000,000), and the
number of common shares outstanding is currently 19,541,444 and subject to
shareholder approval shall be increased to 92,147,220. NME has not issued any
shares of capital stock which could give rise to claims for violation of any
federal or state securities laws (including any rules or regulations promulgated
thereunder) or the securities laws of any other jurisdiction (including any
rules or regulations promulgated thereunder)
Financial Statements. The SEC Documents contain the (i) audited balance sheets
of NMEN as of June 30, 2003, June 30, 2002 June 30, 2001 and June 30, 2000
(including the notes thereto), and the related statements of operations, cash
flows and shareholders' equity (deficit) for each of the years then ended, and
(ii) unaudited balance sheets of NMEN as of December 31, 2001 through September
30, 2003, (including any notes thereto), and the related statements of
operations, cash flows and shareholders' equity (deficit) for each of the
periods then ended (collectively, the "NME Financial Statements"). The NMEN
Financial Statements fairly present the financial condition and the results of
operations, changes in stockholders' equity and cash flows of NMEN at the
respective dates of and for the periods referred to in the NME Financial
Statements, which were prepared in conformity with GAAP, consistently applied.
Financial Statement Compliance. NMEN's Financial Statements have been prepared
in accordance with Regulation S-X or S-B, as applicable, adopted under the 1934
Act, for the periods specified.
Absence of Certain Changes or Events. Except as disclosed in the SEC Documents,
and except as expressly set forth in this Agreement, NME has not, since June 30,
2003
(i) issued, sold, granted or contracted to issue, sell or grant any of its
stock, notes, bonds, other securities or any option to purchase any of the same;
4.9 Litigation and Arbitration. There is no suit, claim, action or proceeding
now pending or, to the best knowledge of Buyer, its officers and directors,
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body, nor are there
any grounds therefore, to which Buyer, officers or directors is a party or which
may result in any judgment, order, decree, liability, award or other
determination which will, or could, individually or in the aggregate, result in
a Material Adverse Change. No such judgment, order, decree or award has been
entered against Buyer nor has any such liability been incurred which has, or
could have, such effect. There is no claim, action or proceeding now pending or
threatened before any court, grand jury, administrative or regulatory body,
government agency, arbitration or mediation panel or similar body which will, or
could, prevent or hamper the consummation of the transactions contemplated by
this Agreement, Buyer, its officers and directors are not now nor have been
threatened or subject to, and there are no grounds for, any suit, claim,
litigation, proceeding (administrative, judicial, or in arbitration, mediation
or alternative dispute resolution), government or grand jury investigation, or
other action or order, writ, injunction, or decree of any court or other
Government relating to personal injury, death, or property or economic damage
arising from products of the Buyer.
4.10 Events Subsequent to June 30, 2003. The buyer represents that since June
30, 2003, there has been no material adverse changes in its all matters
represented above in provisions 4.1-4.9 ("Material Adverse Change"), and no
Material Adverse Change will arise as a result of the consummation of the
transactions contemplated hereby. This provision will survive closing.
ARTICLE V.
CLOSING
5.1 Deliveries by Seller. On the Closing Date, Seller shall deliver or cause to
be delivered the following to Buyer:
(a) Xxxx of Sale. Seller shall deliver a Xxxx of Sale in form and substance as
attached hereto as Schedule D, and any other necessary or appropriate documents
conveying to Buyer good and marketable title to the Purchased Assets; and 5.2
Deliveries by Buyer On the Closing Date, Buyer shall deliver, or cause to be
delivered to Seller: (a) Payment of Purchase Price. Seller shall receive from
Buyer the Purchase Price.
ARTICLE VI.
INDEMNIFICATION
6.1 Indemnification of Seller. Seller hereby agrees to indemnify and hold Buyer,
its shareholders, directors, officers, employees, Affiliates, successors,
assigns and agents of each of them (collectively, the "Indemnified Parties")
harmless from, against and in respect of, and waives any claim for contribution
or indemnity with respect to, any and all claims, losses, damages, liabilities,
expenses or costs ("Losses"), plus reasonable attorneys' fees and expenses
incurred in connection with Losses and/or enforcement of this Agreement, plus
interest from the date incurred through the date of payment at the prime lending
rate as published in the Wall Street Journal from time to time prevailing (in
all, "Indemnified Losses") incurred or to be incurred by any of them to the
extent resulting from or arising out of, or alleged to result from or arise out
of, any breach or violation of the representations, warranties, covenants or
agreements of Buyer contained in this Agreement, or in any exhibit, statement,
schedule, certificate, instrument or document delivered pursuant hereto.
6.2 Indemnification of Buyer. Buyer hereby agrees to indemnify and hold Seller,
its shareholders, directors, officers, employees, Affiliates, successors,
assigns and agents of each of them (collectively, the "Indemnified Parties")
harmless from, against and in respect of, and waives any claim for contribution
or indemnity with respect to, any and all claims, losses, damages, liabilities,
expenses or costs ("Losses"), plus reasonable attorneys' fees and expenses
incurred in connection with Losses and/or enforcement of this Agreement, plus
interest from the date incurred through the date of payment at the prime lending
rate as published in the Wall Street Journal from time to time prevailing (in
all, "Indemnified Losses") incurred or to be incurred by any of them to the
extent resulting from or arising out of, or alleged to result from or arise out
of, any breach or violation of the representations, warranties, covenants or
agreements of Buyer contained in this Agreement, or in any exhibit, statement,
schedule, certificate, instrument or document delivered pursuant hereto.
6.3 Participation in Litigation. In the event any suit or other proceeding is
initiated against an Indemnified Party with respect to which one party (the
"Claiming Party")alleges that the other party is or may be obligated to provide
indemnification (the "Indemnifying Party") hereunder, such Indemnifying party
shall be entitled to participate in such suit or proceeding, at its expense and
by counsel of its choosing, provided that (a) such counsel is reasonably
satisfactory to the Claiming Party, and (b) the Claiming Party shall retain
primary control over such suit or proceeding. Such counsel shall be afforded
access to all information pertinent to the suit or proceeding in question. The
Claiming Party shall not settle or otherwise compromise any such suit or
proceeding without the prior consent of the Indemnifying Party, which consent
shall not be unreasonably withheld, if the effect of such settlement or
compromise would be to impose liability on the Indemnifying Party, hereunder.
6.4 Claims Procedure. In the event from time to time a Claiming Party believes
that it or any other Indemnified Party has or will suffer any Losses for which
the Indemnifying Party is obligated to indemnify it hereunder, it shall promptly
notify the Indemnifying Party in writing of the matter, specifying therein the
reason why the Claiming Party believes that the Indemnifying Party is or will be
obligated to indemnify, the amount, if liquidated, to be indemnified, and the
basis on which the Claiming Party has calculated such amount; if not yet
liquidated, the notice shall so state; provided, however, that the right of a
person to be indemnified hereunder shall not be adversely affected by a failure
to give such notice unless, and then only to the extent that, an Indemnifying
Party is prejudiced thereby. The Indemnifying Party shall pay any amount to be
indemnified hereunder not more than five days after receipt of notice from the
Claiming Party of the liquidated amount to be indemnified.
ARTICLE VII.
DISPUTE RESOLUTION
7.1 Scope; Initiation. Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort, statute or
otherwise, including, disputes over arbitrability or disputes in connection with
claims by third persons ("Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Article VII provided, that the
foregoing shall not preclude equitable or other judicial relief to enforce the
provisions hereof or to preserve the status quo pending resolution of Disputes
hereunder; and provided further that resolution of Disputes with respect to
claims by third persons shall be deferred until any judicial proceedings with
respect thereto are concluded. Either Party to this Agreement may commence
proceedings hereunder by delivery of written notice providing a reasonable
description of the Dispute to the other, including a reference to this Article
VII (the "Dispute Notice").
7.2 Arbitration. Arbitration shall be the sole and exclusive remedy for any
dispute, claim, or controversy of any kind or nature arising out of, related to,
or connected with this Agreement and the arbitration shall be governed by and
conducted in accordance with the Arbitration Agreement attached hereto and
incorporated herein by reference as Schedule E.
ARTICLE VlX.
MISCELLANEOUS
9.1 Assignment; Binding Agreement. Neither this Agreement nor any of Buyer's or
Sellers rights or obligations hereunder may be assigned without the other
Party's prior written consent. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their respective successors
and permitted assigns Nothing in this Agreement, express or implied, is intended
to confer upon any person other than the Parties and their respective successors
and permitted assigns, any tights, remedies or obligations under or by reason of
this Agreement.
9.2 Non-Disclosure of Information. Seller expressly covenants and agrees that it
will not at any time, directly or indirectly, on any basis for any reason, use
or permit third parties within their control or authority or under their
supervision to use any trade secrets, confidential information or proprietary
information of, or relating to, the Business ("Confidential Information"), other
than in furtherance of the Business Confidential Information shall include,
without limitation, data and other information relating to any of such party's
processes, apparatus, products, software, packages, programs, trends in
research, product development techniques or plans, research and development
programs and plans or any works and all secrets, customer lists, lists of
haulers and carters, lists of employees, sales representatives and their
territories, mailing lists, details of consultant contracts, pricing policies,
operational methods, marketing plans or strategies, business acquisition plans,
new personnel acquisition plans, designs and design projects and other
confidential business affairs concerning the Buyer and the Buyer's business
Seller, Buyer or any Affiliate of Seller or Buyer, whether for its own account
or otherwise, and will not divulge such Confidential Information to any Person
other than in furtherance of this Business. Seller shall not be prohibited from
divulging information deemed to be a trade secret or confidential or proprietary
information of the Business; (i) if the specific item of information becomes
generally available to the public without violation of this Agreement or any
other confidentiality agreement among or between Buyer and Seller, or (ii) if
such disclosure is compelled by law, in which event Seller agrees to give Buyer
prior written notice of any disclosure to be made pursuant to this subsection
(ii), and Seller, at Buyer's expense, shall cooperate fully with Buyer to obtain
protective orders, confidential treatment or other such protective action as may
be available to preserve the confidentiality of the information required to be
disclosed.
9.3 Remedies. Nothing contained herein is intended to or shall be construed to
limit the remedies which either party may have against the other in the event of
a breach of or default under this Agreement, it being intended that any remedies
shall be cumulative and not exclusive.
9.4 Entire Agreement, Modification and Waiver. This Agreement, including the
Schedules attached hereto and the documents delivered pursuant hereto,
constitutes the entire agreement between the parties. No changes of,
modifications of, or additions to this Agreement shall be valid unless the same
shall be in writing and signed by all parties hereto. No action taken pursuant
to this Agreement, including any investigation by or on behalf of any Party,
shall be deemed to constitute a waiver by the Party taking the action of
compliance by the other Party with any representation, warranty, covenant or
agreement contained herein or in any document delivered pursuant hereto. The
waiver by any party hereto of any condition or of a breach of another provision
hereof shall not operate or be construed as a waiver of any other condition or
subsequent breach. The waiver by any party of any of the conditions precedent to
its obligations under this Agreement shall not preclude it for seeking redress
for breach of this Agreement other than with respect to the condition so waived.
9.5 Severability. If any provision of this Agreement shall be determined to be
contrary to law and unenforceable by any court of law, the remaining provisions
shall be severable and enforceable in accordance with their terms,
9.6 Counterparts. This Agreement may be executed in one or more identical
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
9.7 Headings Interpretation. The table of contents and article and section
headings contained in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of the Agreement. Both
parties have participated substantially in the negotiation and drafting of this
Agreement and each party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed against
the draftsman.
9.8 Governing Law. This Agreement shall be construed and interpreted according
to the Laws of the State of New York, without regard to its principles of
conflicts of laws. Any proceeding brought by the parties to this Agreement shall
be brought in the Courts of the State of New York.
9.9 Payment of Taxes, Fees and Expenses. Each party hereto shall pay all fees
and expenses of such party's respective counsel, accountants and other experts
and all other expenses incurred by such party incident to the negotiation,
preparation and execution of this Agreement and the consummation of the
transaction contemplated hereby, including any finder's or brokerage fees.
Seller shall be solely liable for any and all taxes imposed on Seller as a
result of the transactions or otherwise arising from this Agreement .
9.10 Notices. Any notice, demand or communication required, permitted or desired
to be given hereunder shall be in writing and shall be deemed effectively given
when personally delivered, delivered by facsimile or other electronic means
(including telecopy and telex) or overnight courier, or five (5) days after
being deposited in the United States mail, postage prepaid, certified or
registered, return receipt required. All notices shall be addressed as follows:
If to Buyer:
New Medium Enterprises, Inc.
0000 00xx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
with a copy to:
Xxxxxxxx, Xxxxxxx & Xxxxxxxxxxx PLLC.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
If to Seller:
XxxXX Xxxxxx Xxxxxx 000, 0000 Xxxxxxxxxx, Xxxxxxx .
Any such notice shall be effective upon: (i) receipt if delivered by facsimile
transmission or overnight or other courier service, or (ii) if mailed, five (5)
days after deposit with the U.S. Postal Service or the date of delivery as shown
on the return receipt therefore. Either Party may change the address to which
notices are to be addressed by giving the other Party notice in the manner
herein set forth.
9.11 Further Acts. Buyer and Seller shall, without further consideration,
execute and deliver such further instruments and documents and do such other
acts and things as the other may reasonably request in order to confirm the
transactions contemplated by this Agreement. Without limiting the foregoing,
Seller shall deliver to Buyer any and all checks, drafts or other forms of
payment received in respect of any of the Accounts Receivable acquired by Buyer
pursuant to the terms of this Agreement and any of the Accounts Receivable
subsequent to the Closing Date derived from the operations of the Business after
the Effective Time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
day and year first above written.
BUYER
NEW MEDIUMENTERPRISES, INC.
By-______________________________
SELLER:
TriGm.
By-______________________________
TABLE OF SCHEDULES
SCHEDULE A Purchased Assets
SCHEDULE B INTENTIONALLY OMITTED
SCHEDULE C Intellectual property
SCHEDULE D Xxxx of Sale
SCHEDULE E Arbitration Agreement
INTELLECTUAL PROPERTIES OF RMD OWNED BY TriGM INTERNATIONAL
Schedule A & C
1. Low Shrinkage Polymers for Manufacturing of Quasi-Reflective Multilayer
Information Carriers, in preparation.
Manufacturing of the multilayer RMD by photopolymeric technology requires
low-shrinkage photopolymer possessing needed resolution. Photopolymeric
compound with such properties consists of acrylate oligomers with proprietary
additives for better resolution and implementation of no shrinkage
requirements. Proprietary amino compounds are used for improving resolution.
Spiro compounds are used for achieving low shrinkage.
2. Optimization of Information Pits Geometry for Quasi-Reflective Multilayer
Information Carriers, in preparation.
To achieve good quality eye-patterns it is necessary to optimize the geometric
sizes and shapes of pits as well as the laser beam waist of a reading laser.
Ratio between width and length of pits and parameters of the reading laser beam
in a drive are optimized for maintaining the eye-pattern asymmetry
within standard.
3. 18 GB Multilayer Information Carrier and Method of Manufacturing Thereof.
The method of producing of a 4-layer quasi-reflective disc with capacity of
over 18 GB for HDTV is described. The distance between layers inside disc is
10-40 mkm. The specific technology of step-by-step disc assembly for each
operational stage is described. Disc is produced by consecutive gluing of
sublayers using photopolymeric technology based on low-shrinkage polymeric
compound. Step-by-step operational control procedure is described. Specific
methods of a layer treatment to provide auto focusing and autotracking drive
functions in multilayer environment are described.
4. Method of creating and optimization of thin film Quasi-Reflective coatings
for multilayer information carrying structure of Quasi-Reflective discs and
reading device for it, in preparation.
The method of formation and optimization according to readout parameters of thin
films quasi reflective coatings for creation of multilayer information structure
and the device for reading such a data storage carrier are characterized in that
parameters of metallized information layer such as reflection coefficient, phase
pit depths, pit forms and shapes as well as phase delay of metallic coating
itself are selected in a special combination leading to the following
redistribution of diffraction orders from the information layer: a) high
frequency modulation of central beam aperture is absent ; b) high frequency
modulation is formed by push-pull differential method; c) incidental modulation
from neighbor layers is completely absent; d) signals of focusing and tracking
are formed by using high frequency push-pull differential method and are not
affected by disturbance caused by neighbor layers.
5. Optical pick-up head for multiplayer Quasi-Reflective media and precise
adaptive tracking and focusing sensors for it, in preparation.
Optical pick-up head for multilayer quasi reflective carriers and the signal
detection device for high-precision adaptive servo-systems of focus and track
are distinguished from the regular ones in that because of special formation of
reading beam and diagram of radiation beyond an objective the influence of
spherical aberration is decreased with substrate thickness changing. The
formation method of high frequency push-pull differential signals of focus and
track sensors which eliminates completely the influence on neighbor layer
signals is also proposed.
6. Method of decreasing of interference and diffraction effects arising during
multi layer Quasi-Reflective discs and optical pick-up head utilize this
method, in preparation.
The method for decreasing of interference and diffraction effects in multilayer
quasi reflection carriers and the optical pick-up head designed according to
this method are distinguished in that a special method of high frequency laser
modulation with more than 100% modulation coefficient. The result is decreasing
of coherent length of laser radiation. Consequently the interference noises from
information layers are decreasing is used. The construction of optical pick-up
head with super-luminescent diodes is suggested. This device provides reliable
reading of multilayer discs and no interference noises.
7. Method for creating of high density information carrying layers of multilayer
Quasi-Reflective discs and device for its reading, in
preparation.
The method of producing of high density information layers in multilayer quasi
reflective discs and the device for reading such discs are distinguished in
that each quasi reflective layer is covered with an additional mask layer doped
by thermo-brightening sensitive dye which forms under definite conditions
tightly focused light zone with diameter 1.5-2.5 times less than diffraction
limited waist. This gives the possibility of capacity increasing by a factor
2-4 with respect to traditional data carriers.
