PATENT AND TRADEMARK SECURITY AGREEMENT
This PATENT AND TRADEMARK SECURITY AGREEMENT ("Agreement"), dated as of December
3, 1999, is entered into between GREENFIELD ONLINE, INC., a Connecticut
corporation ("Grantor"), which has a mailing address at 00 Xxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxxxxxxxx 00000, and GREYROCK CAPITAL, a division of Banc of
America Commercial Finance Corporation ("Greyrock"), which has a mailing address
at 00000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxx Xxxxxxx, XX 00000.
RECITALS
A. Grantor and Greyrock are, contemporaneously herewith, entering into that
certain Loan and Security Agreement ("Loan Agreement") and other instruments,
documents and agreements contemplated thereby or related thereto (collectively,
together with the Loan Agreement, the "Loan Documents"); and
B. Grantor is the owner of certain intellectual property, identified below,
in which Grantor is granting a security interest to Greyrock.
NOW THEREFORE, in consideration of the mutual promises, covenants,
conditions, representations, and warranties hereinafter set forth and for other
good and valuable consideration, the parties hereto mutually agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. The following terms, as used in this Agreement, have the
following meanings:
"Code" means the California Uniform Commercial Code, as amended and
supplemented from time to time, and any successor statute.
"Collateral" means all of the following, whether now owned or
hereafter acquired:
(i) Each of the trademarks and rights and interest which are
capable of being protected as trademarks (including trademarks,
service marks, designs, logos, indicia, tradenames, corporate names,
company names, business names, fictitious business names, trade
styles, and other source or business identifiers, and applications
pertaining thereto), which are presently, or in the future may be,
owned, created, acquired, or used (whether pursuant to a license or
otherwise) by Grantor, in whole or in part, and all trademark rights
with respect thereto throughout the world, including all proceeds
thereof (including license royalties and proceeds of infringement
suits), and rights to renew and extend such trademarks and trademark
rights;
(ii) Each of the patents and patent applications which are
presently, or in the future may be, owned, issued, acquired, or used
(whether pursuant to a license or otherwise) by Grantor, in whole or
in part, and all patent rights with respect thereto throughout the
world, including all proceeds thereof (including license royalties and
1
proceeds of infringement suits), foreign filing rights, and rights to
extend such patents and patent rights;
(iii) All of Grantor's right to the trademarks and trademark
registrations listed on Exhibit A attached hereto, as the same may be
updated hereafter from time to time;
(iv) All of Grantor's right, title, and interest, in and to the
patents and patent applications listed on Exhibit B attached hereto,
as the same may be updated hereafter from time to time;
(v) All of Grantor's right, title and interest to register
trademark claims under any state or federal trademark law or
regulation of any foreign country and to apply for, renew, and extend
the trademark registrations and trademark rights, the right (without
obligation) to xxx or bring opposition or cancellation proceedings in
the name of Grantor or in the name of Greyrock for past, present, and
future infringements of the trademarks, registrations, or trademark
rights and all rights (but not obligations) corresponding thereto in
the United States and any foreign country;
(vi) All of Grantor's right, title, and interest in all
patentable inventions, and to file applications for patent under
federal patent law or regulation of any foreign country, and to
request reexamination and/or reissue of the patents, the right
(without obligation) to xxx or bring interference proceedings in the
name of Grantor or in the name of Greyrock for past, present, and
future infringements of the patents, and all rights (but not
obligations) corresponding thereto in the United States and any
foreign country;
(vii) the entire goodwill of or associated with the businesses
now or hereafter conducted by Grantor connected with and symbolized by
any of the aforementioned properties and assets;
(viii) All general intangibles relating to the foregoing and all
other intangible intellectual or other similar property of the Grantor
of any kind or nature, associated with or arising out of any of the
aforementioned properties and assets and not otherwise described
above; and
(ix) All products and proceeds of any and all of the foregoing
(including, without limitation, license royalties and proceeds of
infringement suits) and, to the extent not otherwise included, all
payments under insurance, or any indemnity, warranty, or guaranty
payable by reason of loss or damage to or otherwise with respect to
the Collateral.
"Obligations" means all obligations, liabilities, and indebtedness of
Grantor to Greyrock, whether direct, indirect, liquidated, or contingent,
and whether arising under this Agreement, the Loan Agreement, any other of
the Loan Documents, or otherwise, including all costs and expenses
described in Section 9.8 hereof.
1.2 Construction. Unless the context of this Agreement clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, and the term "including" is not limiting. The words
"hereof," "herein," "hereby," "hereunder," and other
2
similar terms refer to this Agreement as a whole and not to any particular
provision of this Agreement. Any initially capitalized terms used but not
defined herein shall have the meaning set forth in the Loan Agreement. Any
reference herein to any of the Loan Documents includes any and all alterations,
amendments, extensions, modifications, renewals, or supplements thereto or
thereof, as applicable. Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against Greyrock or Grantor, whether under
any rule of construction or otherwise. On the contrary, this Agreement has been
reviewed by Grantor, Greyrock, and their respective counsel, and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of Greyrock and Grantor.
Headings have been set forth herein for convenience only, and shall not be used
in the construction of this Agreement.
2. GRANT OF SECURITY INTEREST.
To secure the complete and timely payment and performance of all
Obligations, and without limiting any other security interest Grantor has
granted to Greyrock, Grantor hereby grants, assigns, and conveys to Greyrock a
security interest in Grantor's entire right, title, and interest in and to the
Collateral.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Grantor hereby represents, warrants, and covenants that:
3.1 Trademarks; Patents. A true and complete schedule setting forth all
federal and state trademark registrations owned or controlled by Grantor or
licensed to Grantor, together with a summary description and full information in
respect of the filing or issuance thereof and expiration dates is set forth on
Exhibit A; and a true and complete schedule setting forth all patent and patent
applications owned or controlled by Grantor or licensed to Grantor, together
with a summary description and full information in respect of the filing or
issuance thereof and expiration dates is set forth on Exhibit B.
3.2 Validity; Enforceability. Each of the patents and trademarks is valid
and enforceable, and, except for those listed on Schedule 3.2, Grantor is not
presently aware of any past, present, or prospective claim by any third party
that any of the patents or trademarks are invalid or unenforceable, or that the
use of any patents or trademarks violates the rights of any third person, or of
any basis for any such claims.
3.3 Title. Grantor is the sole and exclusive owner of the entire and
unencumbered right, title, and interest in and to each of the patents, patent
applications, trademarks, and trademark registrations, free and clear of any
liens, charges, and encumbrances, including pledges, assignments, licenses, shop
rights, and covenants by Grantor not to xxx third persons. Notwithstanding the
foregoing, Grantor represents to Greyrock that it is in the process of assigning
its trademark application for "GREENFIELD ONLINE", #75-649,707, to Greenfield
Consulting Group, Inc. Grantor will receive a license back from Greenfield
Consulting Group granting Grantor an exclusive, perpetual, worldwide royalty
free, fully paid license to use the xxxx. Greyrock hereby consents to such
assignment and license.
3.4 Notice. Grantor has used and will continue to use proper statutory
notice in connection with its use of each of the patents and trademarks.
3
3.5 Quality. Grantor has used and will continue to use consistent standards
of high quality (which may be consistent with Grantor's past practices) in the
manufacture, sale, and delivery of products and services sold or delivered under
or in connection with the trademarks, including, to the extent applicable, in
the operation and maintenance of its merchandising operations, and will continue
to maintain the validity of the trademarks.
3.6 Perfection of Security Interest. Except for the filing of financing
statements in the appropriate governmental offices and filings with the United
States Patent and Trademark Office necessary to perfect the security interests
created hereunder, no authorization, approval, or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
either for the grant by Grantor of the security interest hereunder or for the
execution, delivery, or performance of this Agreement by Grantor or for the
perfection of or the exercise by Greyrock of its rights hereunder to the
Collateral in the United States.
4. AFTER-ACQUIRED PATENT OR TRADEMARK RIGHTS.
If Grantor shall obtain rights to any new trademarks, any new patentable
inventions or become entitled to the benefit of any patent application or patent
for any reissue, division, or continuation, of any patent, the provisions of
this Agreement shall automatically apply thereto. Grantor shall give prompt
notice in writing to Greyrock with respect to any such new trademarks or
patents, or renewal or extension of any trademark registration. Grantor shall
bear any expenses incurred in connection with future patent applications or
trademark registrations. Without limiting Grantor's obligation under this
Section 4, Grantor authorizes Greyrock to modify this Agreement by amending
Exhibits A or B to include any such new patent or trademark rights.
Notwithstanding the foregoing, no failure to so modify this Agreement or amend
Exhibits A or B shall in any way affect, invalidate or detract from Greyrock's
continuing security interest in all Collateral, whether or not listed on Exhibit
A or B.
5. LITIGATION AND PROCEEDINGS.
Grantor shall commence and diligently prosecute in its own name, as the
real party in interest, for its own benefit, and its own expense, such suits,
administrative proceedings, or other action for infringement or other damages as
are in its reasonable business judgment necessary to protect the Collateral.
Grantor shall provide to Greyrock any information with respect thereto requested
by Greyrock. Greyrock shall provide at Grantor's expense all necessary
cooperation in connection with any such suits, proceedings, or action,
including, without limitation, joining as a necessary party. Following Grantor's
becoming aware thereof, Grantor shall notify Greyrock of the institution of, or
any adverse determination in, any proceeding in the United States Patent and
Trademark Office, or any United States, state, or foreign court regarding
Grantor's claim of ownership in any of the patents or trademarks, its right to
apply for the same, or its right to keep and maintain such patent or trademark
rights.
6. POWER OF ATTORNEY.
Grantor hereby appoints Greyrock as Grantor's true and lawful attorney,
with full power of substitution, to do any or all of the following, in the name,
place and stead of Grantor: (a) file this Agreement (or an abstract hereof) or
any other document describing Greyrock's interest in
4
the Collateral with the United States Patent and Trademark Office; (b) execute
any modification of this Agreement pursuant to Section 4 of this Agreement; (c)
take any action and execute any instrument which Greyrock may deem necessary or
advisable to accomplish the purposes of this Agreement; and (d) following an
Event of Default (as defined in the Loan Agreement), (i) endorse Grantor's name
on all applications, documents, papers and instruments necessary for Greyrock to
use or maintain the Collateral; (ii) ask, demand, collect, xxx for, recover,
impound, receive, and give acquittance and receipts for money due or to become
due under or in respect of any of the Collateral; (iii) file any claims or take
any action or institute any proceedings that Greyrock may deem necessary or
desirable for the collection of any of the Collateral or otherwise enforce
Greyrock's rights with respect to any of the Collateral, and (iv) assign,
pledge, convey, or otherwise transfer title in or dispose of the Collateral to
any person.
7. RIGHT TO INSPECT.
Grantor grants to Greyrock and its employees and agents the right to visit
Grantor's plants and facilities which manufacture, inspect, or store products
sold under any of the patents or trademarks, and to inspect the products and
quality control records relating thereto at reasonable times during regular
business hours.
5
8. SPECIFIC REMEDIES.
Upon the occurrence of any Event of Default (as defined in the Loan
Agreement), Greyrock shall have, in addition to, other rights given by law or in
this Agreement, the Loan Agreement, or in any other Loan Document, all of the
rights and remedies with respect to the Collateral of a secured party under the
Code, including the following:
8.1 Notification. Greyrock may notify licensees to make royalty payments on
license agreements directly to Greyrock;
8.2 Sale. Greyrock may sell or assign the Collateral and associated
goodwill at public or private sale for such amounts, and at such time or times
as Greyrock deems advisable. Any requirement of reasonable notice of any
disposition of the Collateral shall be satisfied if such notice is sent to
Grantor five (5) days prior to such disposition. Grantor shall be credited with
the net proceeds of such sale only when they are actually received by Greyrock,
and Grantor shall continue to be liable for any deficiency remaining after the
Collateral is sold or collected. If the sale is to be a public sale, Greyrock
shall also give notice of the time and place by publishing a notice one time at
least five (5) days before the date of the sale in a newspaper of general
circulation in the county in which the sale is to be held. To the maximum extent
permitted by applicable law, Greyrock may be the purchaser of any or all of the
Collateral and associated goodwill at any public sale and shall be entitled, for
the purpose of bidding and making settlement or payment of the purchase price
for all or any portion of the Collateral sold at any public sale, to use and
apply all or any part of the Obligations as a credit on account of the purchase
price of any collateral payable by Greyrock at such sale.
9. GENERAL PROVISIONS.
9.1 Effectiveness. This Agreement shall be binding and deemed effective
when executed by Grantor and Greyrock.
9.2 Notices. Except to the extent otherwise provided herein, all notices,
demands, and requests that either party is required or elects to give to the
other shall be in writing and shall be governed by the notice provisions of the
Loan Agreement.
9.3 No Waiver. No course of dealing between Grantor and Greyrock, nor any
failure to exercise nor any delay in exercising, on the part of Greyrock, any
right, power, or privilege under this Agreement 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 Agreement or under the Loan Agreement
or any other agreement by Greyrock shall preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege by Greyrock.
9.4 Rights Are Cumulative. All of Greyrock's rights and remedies with
respect to the Collateral whether established by this Agreement, the Loan
Agreement, or any other documents or agreements, or by law shall be cumulative
and may be exercised concurrently or in any order.
9.5 Successors. The benefits and burdens of this Agreement shall inure to
the benefit of and be binding upon the respective successors and permitted
assigns of the parties; provided
6
that Grantor may not transfer any of the Collateral or any rights hereunder,
without the prior written consent of Greyrock, except as specifically permitted
hereby.
9.6 Severability. The provisions of this Agreement are severable. If any
provision of this Agreement 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 Agreement in any jurisdiction.
9.7 Entire Agreement. This Agreement is subject to modification only by a
writing signed by the parties, except as provided in Section 4 of this
Agreement. To the extent that any provision of this Agreement conflicts with any
provision of the Loan Agreement, the provision giving Greyrock greater rights or
remedies shall govern, it being understood that the purpose of this Agreement is
to add to, and not detract from, the rights granted to Greyrock under the Loan
Agreement. This Agreement, the Loan Agreement, and the documents relating
thereto comprise the entire agreement of the parties with respect to the matters
addressed in this Agreement.
9.8 Fees and Expenses. Grantor shall pay to Greyrock on demand all costs
and expenses that Greyrock pays or incurs in connection with the negotiation,
preparation, consummation, administration, enforcement, and termination of this
Agreement, including: (a) reasonable attorneys' and paralegals' fees and
disbursements of counsel to Greyrock; (b) costs and expenses (including
reasonable attorneys' and paralegals' fees and disbursements) for any amendment,
supplement, waiver, consent, or subsequent closing in connection with this
Agreement and the transactions contemplated hereby; (c) costs and expenses of
lien and title searches; (d) taxes, fees, and other charges for filing this
Agreement at the United States Patent and Trademark Office, or for filing
financing statements, and continuations, and other actions to perfect, protect,
and continue the security interest created hereunder; (e) sums paid or incurred
to pay any amount or take any action required of Grantor under this Agreement
that Grantor fails to pay or take; (f) costs and expenses of preserving and
protecting the Collateral; and (g) costs and expenses (including reasonable
attorneys' and paralegals' fees and disbursements) paid or incurred to enforce
the security interest created hereunder, sell or otherwise realize upon the
Collateral, and otherwise enforce the provisions of this Agreement, or to defend
any claims made or threatened against the Greyrock arising out of the
transactions contemplated hereby (including preparations for the consultations
concerning any such matters). The foregoing shall not be construed to limit any
other provisions of this Agreement or the Loan Documents regarding costs and
expenses to be paid by Grantor. The parties agree that reasonable attorneys' and
paralegals' fees and costs incurred in enforcing any judgment are recoverable as
a separate item in addition to fees and costs incurred in obtaining the judgment
and that the recovery of such attorneys' and paralegals' fees and costs is
intended to survive any judgment, and is not to be deemed merged into any
judgment.
9.9 Indemnity. Grantor shall protect, defend, indemnify, and hold harmless
Greyrock and Greyrock's assigns from all liabilities, losses, and costs
(including without limitation reasonable attorneys' fees) incurred or imposed on
Greyrock relating to the matters in this Agreement.
9.10 Further Assurances. At Greyrock's request, Grantor shall execute and
deliver to Greyrock any further instruments or documentation, and perform any
acts, that may be reasonably necessary or appropriate to implement this
Agreement, the Loan Agreement or any
7
other agreement, and the documents relating thereto, including without
limitation any instrument or documentation reasonably necessary or appropriate
to create, maintain, perfect, or effectuate Greyrock's security interests in the
Collateral.
9.11 Release. At such time as Grantor shall completely satisfy all of the
Obligations and the Loan Agreement shall be terminated, Greyrock shall execute
and deliver to Grantor all assignments and other instruments as may be
reasonably necessary or proper to terminate Greyrock's security interest in the
Collateral, subject to any disposition of the Collateral which may have been
made by Greyrock pursuant to this Agreement. For the purpose of this Agreement,
the Obligations shall be deemed to continue if Grantor enters into any
bankruptcy or similar proceeding at a time when any amount paid to Greyrock
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.
9.12 Governing Law. The validity and interpretation of this Agreement and
the rights and obligations of the parties shall be governed by the laws of the
State of California, excluding its conflict of law rules to the extent such
rules would apply the law of another jurisdiction, and the United States. The
parties agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated only in the state and federal courts
located in the County of Los Angeles, State of California or, at the sole option
of Greyrock, in any other court in which Greyrock shall initiate legal or
equitable proceedings and which has subject matter jurisdiction over the matter
in controversy. each of Grantor and Greyrock waives, to the extent permitted
under applicable law, any right they may have to assert the doctrine of forum
non conveniens or to object to venue to the extent any proceeding is brought in
accordance with this Section.
9.13 Waiver of Right to Jury Trial. GREYROCK AND GRANTOR EACH HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; OR (II) ANY OTHER PRESENT OR
FUTURE INSTRUMENT OR AGREEMENT BETWEEN GREYROCK AND GRANTOR; OR (III) ANY
CONDUCT, ACTS OR OMISSIONS OF GREYROCK OR GRANTOR OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH
GREYROCK OR GRANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
GREYROCK CAPITAL, a Division of Banc GREENFIELD ONLINE, INC.
of America Commercial Finance Corporation
By /s/ Xxxxxxxxx Xxxx By /s/
-------------------- ------------------------------------
Title Vice President Title Xxxx Xxxxxx, President and CEO
8
STATE OF CONNECTICUT )
) Wilton
COUNTY OF FAIRFIELD )
On December 3, 1999 , before me, Xxxxxxxx X. Xxxxxx, Commissioner of the
Superior Court, personally appeared Xxxx Xxxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity on behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
Signature /s/
----------------------------------
Commissioner of the Superior Court
9
Exhibit "A"
REGISTERED TRADEMARKS
Exhibit "A"
REGISTERED AND PENDING TRADEMARKS
GREENFIELD ONLINE, INC.
U.S TRADEMARK/SERVICE XXXX STATUS REPORT - March 2, 2000
===========================================================================================================================
Trademark / Service T & T Type of Serial Amendment to Review by Publication Notice of
Xxxx Search Trademark Number Allege Use Trademark Date Allowance/
Application Examiner/ Opposition
Approved for
Publication
---------------------------------------------------------------------------------------------------------------------------
FIELDSOURCE --- ITU filed 75-255,969 Approved for 9/29/98 Allowance
3/12/97 Publication issued
12/22/98
---------------------------------------------------------------------------------------------------------------------------
RESEARCH REVOLUTION --- ITU filed 75-415,639 Approved for 12/8/98 Allowance
1/9/98 Publication issued 3/2/99
---------------------------------------------------------------------------------------------------------------------------
========================================================================================================
Request for Statement Registration Section 8 Use Section 15 Aff. Section 9 Renewal
Extension of Time of Use Certificate Aff. (5-6 (Incontestability) (10 yr.)
to File Statement yrs.) (5 yrs.) (6 mos. from
of Use (R) expiration)
--------------------------------------------------------------------------------------------------------
First Extension SOU Accepted Registered - Must filess. 8/15 Affidavit Must filess. 9
Granted Principal between 6/15/04-6/15/05 Renewal between
Register 12/15/08-6/15/09-
MUST FILE SOU OR 6/15/99 DOCKETED
SECOND EXTENSION #2,254,105 DOCKETED
BY 12/22/99
DOCKETED
--------------------------------------------------------------------------------------------------------
First Extension SOU and Registered - Must filess. 8/15 Affidavit Must filess. 9
Granted Extension Principal between 8/3/04-8/3/05 Renewal between
filed 4/9/99 Register 2/3/09-8/3/09
MUST FILE SOU OR 8/3/99 DOCKETED
EXTENSION BY #2,267,753 DOCKETED
3/2/00
DOCKETED
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10
===========================================================================================================================
Trademark / Service T & T Type of Serial Amendment to Review by Publication Notice of
Xxxx Search Trademark Number Allege Use Trademark Date Allowance/
Application Examiner/ Opposition
Approved for
Publication
---------------------------------------------------------------------------------------------------------------------------
DIGITAL VOTER Y ITU filed 75-591,529 Office
10/30/98 Action
No. 1 issued
4/13/99
MUST FILE
RESPONSE BY
10/13/99
DOCKETED
Response filed
10/8/99
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DIGITAL CONSUMER N USE filed 75-665,715
3/22/99
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DIGITAL OPINION Y Search
review
pending
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FOCUSCHAT((TM)) --- ITU filed 75-415,643 Approved for 12/15/98 Notice of
1/9/98 Publication Opposition
filed by
Information
Builders,
Inc. 2/17/99
MUST FILE
ANSWER BY
3/27/99
Answer filed
3/18/99
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FOCUSCHAT(SM) --- USE filed 75-686,274
4/14/99
---------------------------------------------------------------------------------------------------------------------------
========================================================================================================
Request for Statement Registration Section 8 Use Section 15 Aff. Section 9 Renewal
Extension of Time of Use Certificate Aff. (5-6 (Incontestability) (10 yr.)
to File Statement yrs.) (5 yrs.) (6 mos. from
of Use (R) expiration)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Notice of Abandonment issued 7/1/99
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11
===========================================================================================================================
Trademark / Service T & T Type of Serial Amendment to Review by Publication Notice of
Xxxx Search Trademark Number Allege Use Trademark Date Allowance/
Application Examiner/ Opposition
Approved for
Publication
---------------------------------------------------------------------------------------------------------------------------
GREENFIELD ONLINE --- USE filed 75-694,707
4/30/99
---------------------------------------------------------------------------------------------------------------------------
GO SHOP Y ITU filed 75-767,511
8//4/99
---------------------------------------------------------------------------------------------------------------------------
INTERACTIVE INSIGHTS Y ITU filed 75-541,778 Non-Final
8/24/98 Office Action
issued 5/14/99
MUST RESPOND BY
11/14/99
DOCKETED
---------------------------------------------------------------------------------------------------------------------------
INTERCONNECT Y ITU filed 75-657,504
3/10/99
---------------------------------------------------------------------------------------------------------------------------
MINDSTORM ((TM)) --- ITU filed 75-521,238 Examiner's
7/17/98 Amendment
issued 4/9/99
---------------------------------------------------------------------------------------------------------------------------
MINDSTORM (SM) --- ITU filed 75-682,551 Examiner's
7/17/98 Amendment 4/9/99
---------------------------------------------------------------------------------------------------------------------------
NETTAP --- ITU filed 75-415,642 Approved for 12/15/98 Allowance
1/9/98 Publication issued 3/9/99
---------------------------------------------------------------------------------------------------------------------------
NETCATCH --- ITU filed 75-415,641 Approved for 12/8/98 Allowance
1/9/98 Publication issued 3/2/99
---------------------------------------------------------------------------------------------------------------------------
========================================================================================================
Request for Statement Registration Section 8 Use Section 15 Aff. Section 9 Renewal
Extension of Time of Use Certificate Aff. (5-6 (Incontestability) (10 yr.)
to File Statement yrs.) (5 yrs.) (6 mos. from
of Use (R) expiration)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
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Must file SOU or SOU and
Extension by Extension
9/9/99 filed
8/26/99
DOCKETED
--------------------------------------------------------------------------------------------------------
Must file SOU or Express Abandonment filed 4/8/99
Extension by
9/2/99
DOCKETED
--------------------------------------------------------------------------------------------------------
12
===========================================================================================================================
Trademark / Service T & T Type of Serial Amendment to Review by Publication Notice of
Xxxx Search Trademark Number Allege Use Trademark Date Allowance/
Application Examiner/ Opposition
Approved for
Publication
---------------------------------------------------------------------------------------------------------------------------
NETREACH --- ITU filed 75-415,640 Approved for 12/8/98 Allowance
1/9/98 Publication issued 3/2/99
---------------------------------------------------------------------------------------------------------------------------
QUICKTAKE Y ITU filed 75-727,729
6/14/99
---------------------------------------------------------------------------------------------------------------------------
XXXXXXXXX.XXX --- ITU filed 75-786,075
8/26/99
---------------------------------------------------------------------------------------------------------------------------
QUICKTAKE IT! --- ITU filed 75-786,076
8/26/99
---------------------------------------------------------------------------------------------------------------------------
LOGO (QuickTake) --- ITU filed 75-809,109
9/24/99
---------------------------------------------------------------------------------------------------------------------------
THE ONLINE THINK Y ITU filed 75-661,511
TANK 3/16/99
---------------------------------------------------------------------------------------------------------------------------
TRADESHOW TRACKER Y ITU filed 75-568,365
10/9/98
---------------------------------------------------------------------------------------------------------------------------
VETS & PETS Y ITU filed 75-618,700
SYNDICATED SERVICES 1/11/99
---------------------------------------------------------------------------------------------------------------------------
KNOW TODAY WHAT Y ITU filed
YOUR CUSTOMERS NEED 11/19/99
TOMORRROW
---------------------------------------------------------------------------------------------------------------------------
HOW SOON DO YOU Y ITU filed
NEED TO KNOW? 11/19/99
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========================================================================================================
Request for Statement Registration Section 8 Use Section 15 Aff. Section 9 Renewal
Extension of Time of Use Certificate Aff. (5-6 (Incontestability) (10 yr.)
to File Statement yrs.) (5 yrs.) (6 mos. from
of Use (R) expiration)
--------------------------------------------------------------------------------------------------------
Must file SOU or SOU Registered Must file 8/15 Affidavit between Must file 8/9
Extension by accepted Principal 11/9/04 - 11/9/05 Renewal between
9/2/99 10/1/99 Register 5/9/09 - 11/9/09
11/9/09 DOCKETED
DOCKETED #2,291,510 DOCKETED
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PENDING TRADEMARKS
13
Exhibit "B"
PATENTS
[NONE]
PATENT APPLICATIONS
Description Filing Date Serial No. Name of Inventor
----------- ----------- ---------- ----------------
Docket Name:
GRNFLD-001XX
Title:
SYSTEM AND METHOD FOR CONDUCTING FOCUS GROUPS USING REMOTELY LOCATED
PARTICIPANTS OVER A COMPUTER NETWORK
Filing Date: Serial Number: Status: Patent No: Issue Date:
---------------- -------------- ------- ---------- -----------
January 22, 1999 09/236,143 pending ** **
--------------------------------------------------------------------------------------------------
Docket Name:
GRNFLD-002XX
Title:
System and Method for Conducting Interactive Market Research Inquiries Utilizing
Remotely Located Participants Interconnected Over a Computer Network
Filing Date: Serial Number: Status: Patent No: Issue Date:
---------------- -------------- ------- ---------- -----------
May 18, 1999 09/314,085 pending ** **
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SCHEDULE 3.2
By Complaint dated August 6, 1999 and Amended on September 23, 1999, and filed
in the U.S. District Court for the Western District of New York, Xxxxxx
Interactive, Inc., filed a 5 count complaint against Greenfield Online, Inc. The
Amended Complaint seeks to have Greenfield Online, Inc's Service Xxxx "Research
Revolution"#2,267,753 cancelled and seeks a declaratory judgment that Xxxxxx
Interactive is not infringing the xxxx (Count One), seeks monetary damages for
alleged defamatory statements made by an officer of Greenfield Online concerning
Xxxxxx Interactive's business practices (Count Two), seeks monetary damages for
allegedly disparaging remarks made by a Greenfield Online Officer concerning
Xxxxxx Interactive's business practices (Count Three), seeks monetary damages
for Greenfield Online's allegely intention interference with contractual
relationships (Count Four) and seeks monetary damages for Greenfield Online's
allegedly unfair competition. The Company has answered the Amended Complaint and
has filed defenses and intends to proscute its defense vigorously.
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