PURCHASE AGREEMENT
This Purchase Agreement dated as of the 4th day of November, 1997
(the "Effective Date"), by and among Namco Cybertainment Inc., a Delaware
corporation, having its principal offices at 000 Xxxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxx 00000 (the "Buyer"), Skyline Virtual Reality, Inc., a Delaware
corporation, having its principal offices at 000 Xxxxx Xxx., Xxxxx 000, Xxx
Xxxx, XX 00000 ("Virtual Reality") and Skyline Multimedia Entertainment, Inc., a
New York corporation, having its principal offices at 000 Xxxxx Xxx., Xxxxx 000,
Xxx Xxxx, XX 00000 ("Skyline Multimedia") ("Virtual Reality" and "Skyline
Multimedia" hereinafter collectively referred to as the "Sellers").
W I T N E S S E T H:
WHEREAS, the Sellers are the owners of the Acquired Assets (defined
below);
WHEREAS, the Sellers wish to sell to the Buyer, and the Buyer wishes to
purchase from the Sellers, the Acquired Assets upon the terms and subject to the
exclusions and conditions set forth in this Agreement; and
WHEREAS, the Buyer wishes to license back to Sellers, and the Sellers
wish to license from the Buyer, the right to use the Intellectual Property
Assets (as defined below) solely for use in connection with the operation of the
Business (as defined below) by the Sellers at the Location (as defined below).
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
Definitions
1.1 Definitions. The following terms shall have the following
meanings for the purposes of this Agreement:
"Acquired Assets" shall have the meaning provided in
Section 2.1.
"Affiliate" shall mean, with respect to any specified Person,
any other Person which, directly or indirectly, owns or controls, is under
common ownership or control with, or is owned or controlled by, such specified
Person. For purposes of this definition "controls", "is controlled by" and
"under common control with" means the possession of the power to direct or cause
the direction of the management and policies of a specified Person through the
ownership of voting securities.
"Agreement" shall mean this Purchase Agreement, including all
exhibits and schedules hereto, as it may be amended from time to time in
accordance with its terms.
"Xxxx of Sale" shall mean the xxxx of sale, of even date
herewith, between the Buyer and the Sellers, the form of which is attached
hereto as Exhibit A.
"Business" shall mean the business of the Sellers conducted at
the Location related to the operation and management of entertainment centers
under the "XS" formula as currently in effect at the Location.
"Buyer" shall have the meaning provided in the preamble to
this Agreement.
"Buyer Releasees" shall have the meaning provided in
Section 9.3.
"Closing" shall have the meaning provided in Section 6.1.
"Confidential Information" shall mean the proprietary and
confidential information of either party, including, without limitation, all
information, know-how, marketing and development plans, techniques and
materials, client names and other information related to clients, price lists,
pricing policies and financial information, and methods of production, vendor
agreements, use, operation and application: (i) which are not generally known
to the public; and (ii) in which such Person has rights.
"Existing Agreement" shall mean the Agreement, dated November
1, 1996, by and between the Buyer and Virtual Reality related to the use of the
Buyer's games and other equipment at the Location.
"Intellectual Property Assets" shall have the meaning provided
in Section 2.1(a).
"License Agreement" shall mean the License Agreement, of even
date herewith, between the Buyer and Virtual Reality, the form of which is
attached hereto as Exhibit B.
"Lien" shall mean any mortgage, lien, charge, restriction,
pledge, security interest, option, lease or sublease, claim, right of any third
party, easement, encroachment or encumbrance.
"Location" shall mean the entertainment center operated by the
Sellers under the "XS" trade name and located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx.
"Office Action" shall mean any official action by the United
States Patent and Trademark Office reporting that a particular trademark or
service xxxx application is not entitled
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to federal registration for any reason and advising of the reasons therefor and
of any formal requirements or objections with respect thereto.
"Person" shall mean any individual, corporation,
proprietorship, firm, partnership, limited liability company, limited
partnership, trust, association or other entity.
"Related Agreement" shall mean any contract or agreement
which is or is to be entered into at the Closing or otherwise pursuant to this
Agreement. The Related Agreements executed by a specified Person shall be
referred to as "such Person's Related Agreements," "its Related Agreements" or
another similar expression.
"Restricted Assets" shall have the meaning provided in
Section 5.1.
"Revenue Sharing Agreement" shall mean the Revenue Sharing
Agreement, of even date herewith, between the Buyer and Virtual Reality, the
form of which is attached hereto as Exhibit C.
"Sellers" shall have the meaning provided in the preamble
to this Agreement.
"Seller Releasees" shall have the meaning provided in
Section 10.2.
"Trademarks" shall have the meaning provided in
Section 2.1(b).
"Trademark Assignment" means the trademark assignment, of
even date herewith between the Buyer and Skyline Multimedia, the form of
which is attached hereto as Exhibit D.
ARTICLE II
Sale and Purchase
2.1 Sale and Purchase of Acquired Assets. Subject to the terms
and conditions of this Agreement, at the Closing, the Sellers shall sell,
transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase,
acquire and take assignment and delivery of all right, title and interest in, to
and under the following assets owned by the Sellers (all of the assets sold,
assigned, transferred and delivered to the Buyer hereunder being referred to
collectively herein as the "Acquired Assets"):
(a) Intellectual Property. All of the following intangible
assets which are owned by Sellers and used solely in connection with the
operation of the Business throughout the world: (a) registered and unregistered
trademarks and service marks (including common law rights) and applications for
trademark and service xxxx registrations, in each case which are related to the
Business; (b) trade names related to the Business (all assets in subparagraph
(a) and
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(b) which shall include those items identified on Schedule A hereto,
collectively referred to as the "Trademarks"); (c) registered and unregistered
copyrights and applications for copyright registrations related to the Business;
(d) proprietary concept information, including, without limitation, business and
marketing plans, marketing materials (including without limitation, brochures,
folders, special event planning guides and collateral materials) a reproducible
copy of Seller's web page, advertising concepts, designs and slogans, in each
case which are related to the Business, including audio and video and other
production products utilized to create any of the foregoing; and (e) all
enhancements, improvements and derivative works of each of the foregoing, in
each case, which are used in connection with the Business; and
(b) Other Intangibles. Goodwill relating to the
Trademarks.
2.2 Information and Records. Following the Closing, the Sellers shall
also provide to the Buyer during the effectiveness of the License Agreement,
copies of, or access to, all technical information, confidential information,
price lists, marketing information, sales records, customer lists, documents
related to the build-out of the Location, agreements with vendors, suppliers and
manufacturers and any other entities which do business with the Sellers with
respect to the Business, and any other business records of the Sellers that
would be useful to the Buyer in establishing or developing entertainment centers
using the "XS" name and concept, in each case, which are related to, or used by
the Sellers in connection with the Business. Buyer shall use such information
only in connection with the operation or development of "XS" related businesses
by the Buyer.
ARTICLE III
Consideration
3.1 Payment of Purchase Price. At the Closing, in consideration for the
Acquired Assets, the Buyer shall (i) forgive all outstanding indebtedness of
Virtual Reality to it under the Existing Agreement (other than any such
indebtedness that remains due and payable in accordance with the terms of the
Revenue Sharing Agreement) and (ii) execute concurrently herewith the Revenue
Sharing Agreement pursuant to which the revenues allocated between the Buyer and
Virtual Reality with respect to the continued use of the Buyer's equipment at
the Location will be restructured in the manner set forth therein.
ARTICLE IV
License-Back
4.1 License-Back. Concurrently with the execution of this Agreement,
the Buyer shall license-back to the Sellers a limited, non-exclusive,
royalty-free right and license to use the Intellectual Property Assets solely in
connection with the operation by the Sellers of the Business
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at the Location. The rights and obligations of the parties under this license
shall be governed by the terms and conditions of the License Agreement.
ARTICLE V
Right of First Refusal
5.1 No Assignment or Transfer of the Location Except in Compliance with
This Agreement. The Sellers may not sell, assign, or otherwise transfer (each
such action hereinafter referred to as a "transfer") the Business or the lease
for the Location (hereinafter referred to as the "Restricted Assets"), except in
compliance with the provisions of this Article 5, or as otherwise permitted
under the License Agreement or the Revenue Sharing Agreement.
5.2 Rights of the Sellers in connection with Sales of Restricted
Assets. If the Sellers receive a bona fide offer to purchase all or a
substantial portion of the Restricted Assets (which the Sellers desire to
accept), the Sellers shall notify the Buyer of such offer and provide the Buyer
with a copy of such offer and sufficient information to substantiate the
offeror's ability to consummate the transaction. After providing such notice,
the Buyer shall have the right to acquire all or such portion the Restricted
Assets as is the subject of such offer from the Sellers on the same terms and
conditions as are set forth in the offer. If the Buyer desires to exercise the
option set forth in this Section 5.2, the Buyer shall do so by giving notice to
the Sellers of such exercise within twenty-one (21) days of receipt of such
notice. If the Buyer does not exercise the option within such twenty-one (21)
day period, the Sellers shall be entitled to sell all or such portion of the
Restricted Assets as is the subject of such offer to the offeror, but only on
identical terms and conditions as set forth in the offer, within 120 days after
the earlier of (i) the date the Buyer notifies the Sellers of its election not
to exercise its option to acquire such Restricted Assets or (ii) the expiration
of the twenty-one (21) day period specified above in the event the Buyer does
not respond to the offer. If the proposed sale is not consummated within such
120 day period, the Sellers shall not be entitled to consummate such sale
without first complying with the terms of this Article 5. If the Buyer elects to
purchase such Restricted Assets within the applicable period, the closing of
such transaction shall take place not later than sixty (60) days following the
date on which the Sellers notified the Buyer of such offer.
ARTICLE VI
Closing
6.1 The Closing. The transactions contemplated by this Agreement shall
be completed and all deliveries to be made in connection herewith shall be made
at the offices of Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, or at such other location or in such manner as the parties mutually
agree, concurrent with the execution of this Agreement (the "Closing"),
notwithstanding the fact that actual registration and acknowledgment and
acceptance
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by the appropriate governmental agencies of the transfer of the Intellectual
Property Assets may occur at a later date.
6.2 Deliveries of the Sellers at the Closing. At the Closing,
the Sellers will deliver to the Buyer the following:
(a) The Trademark Assignment, duly executed by Skyline
Multimedia;
(b) The License Agreement, duly executed by Virtual Reality;
(c) The Revenue Sharing Agreement, duly executed by Virtual
Reality;
(d) The Xxxx of Sale, duly executed by the Sellers; and
(e) Possession of the tangible embodiments of the Acquired
Assets.
6.3 Deliveries of the Buyer at the Closing. At Closing, the
Buyer will deliver to the Sellers:
(a) The License Agreement, duly executed by the Buyer;
(b) The Revenue Sharing Agreement, duly executed by
the Buyer; and
(c) Evidence of termination of the Existing Agreement.
6.4 Further Assurances. The Sellers will on and after the Closing
execute and deliver to the Buyer, at the Buyer's expense, any additional
documents or instruments as the Buyer may reasonably request to effectuate the
assignment to the Buyer of the Intellectual Property Assets as contemplated by
this Agreement.
ARTICLE VII
Representations and Warranties of the Sellers
The Sellers represent and warrant to the Buyer, as follows:
7.1 Organization. Virtual Reality and Skyline Multimedia are
corporations, in each case, duly organized, validly existing and in good
standing under the laws of their respective states of incorporation and have all
power and authority to conduct their businesses as the same are currently
conducted.
7.2 Authority. The Sellers have full power and authority to enter into
this Agreement and their Related Agreements and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance of this
Agreement and the Related Agreements by the Sellers has been duly and validly
authorized by all necessary corporate actions on the part of the Sellers. This
Agreement and the Related Agreements have been duly executed and delivered by
the Sellers and, assuming due execution and delivery by the Buyer, this
Agreement and the Related Agreements constitute valid and legally binding
obligations of the Sellers enforceable against the Sellers in accordance with
their terms.
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7.3 Consents and Approvals; No Conflicts, etc.
(a) No consent, authorization or approval of, filing or
registration with, or cooperation from, any governmental authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by the Sellers of this Agreement and their
respective Related Agreements or the consummation of the transactions
contemplated hereby or thereby.
(b) The execution, delivery and performance by the Sellers of
this Agreement and their respective Related Agreements do not and will not
violate any law applicable to the Sellers or any of the Acquired Assets; violate
or conflict with, result in a breach or termination of, constitute a default or
give any third party any additional right (including a termination right) under,
permit cancellation of, result in the creation of any Lien upon any of the
Acquired Assets under, or result in or constitute a circumstance which, with or
without notice or lapse of time or both, would constitute any of the foregoing
under, any contract to which the Sellers are a party or by which the Sellers or
any of their assets or properties are bound; permit the acceleration of the
maturity of any indebtedness of the Sellers or indebtedness secured by any of
their assets or properties; or violate or conflict with any provision of any of
the articles of incorporation, bylaws or similar organizational instruments of
the Sellers.
7.4 Intellectual Property. Schedule A sets forth a true, accurate and
complete list of all of the Trademarks, whether or not regulated, used in the
conduct of the Business, and where there is a registration or application, the
registration number or application number and the jurisdiction thereof. The
Sellers further warrant and represent:
(a) that the Sellers are the exclusive owners of all Acquired
Assets, free and clear of any Liens; that such Acquired Assets will be
transferred to the Buyer on the Closing Date, free and clear of any Liens; as of
Closing the Acquired Assets will not be subject to any license, royalty or other
agreement, except as contemplated hereby; and the Sellers have not granted any
license or agreed to pay or receive any royalty in respect of any Acquired
Assets;
(b) that, to the knowledge Sellers, none of the Trademarks
have been or are the subject of any pending or threatened litigation,
oppositions, cancellation proceedings, or claim of infringement;
(c) that the Sellers have made all necessary filings and
recordings with respect to the Trademarks in the United States Patent and
Trademark Office ("PTO") and except as set forth on Schedule B hereto, there are
no Office Actions pending which could materially adversely affect Sellers' right
to register or use the Trademark; and
(d) that, to the knowledge of the Sellers, the Intellectual
Property Assets do not infringe any third party rights.
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7.5 No Other Agreement. Neither the Sellers nor any of their
Affiliates have any contract or arrangement with respect to the sale or other
disposition of the Acquired Assets, except as set forth in this Agreement.
7.6 Accuracy of Statements. Neither this Agreement nor any schedule,
exhibit, statement, list, document, certificate or other information furnished
or to be furnished (as contemplated under this Agreement) by or on behalf of the
Sellers to the Buyer or any representative or Affiliate of the Buyer in
connection with this Agreement or any of 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 to make the statements contained
herein or therein, in light of the circumstances in which they are made, not
misleading.
ARTICLE VIII
Representations and Warranties of the Buyer
The Buyer represents and warrants to the Sellers, as follows:
8.1 Organization. The Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority to conduct its business as the same is
currently conducted.
8.2 Authority. The Buyer has full power and authority to enter into
this Agreement and its Related Agreements and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance of this
Agreement and the Related Agreements by the Buyer has been duly and validly
authorized by all necessary corporate actions on the part of the Buyer. The
Buyer has all requisite corporate power to execute, deliver and perform its
obligations under this Agreement and the Related Agreements. This Agreement and
the Related Agreements have been duly executed and delivered by the Buyer and,
assuming due execution and delivery by the Sellers, this Agreement and the
Related Agreements constitute valid and legally binding obligations of the
Buyer, enforceable against the Buyer in accordance with their terms.
8.3 Consents and Approvals; No Conflicts, etc.
(a) No consent, authorization or approval of, filing or
registration with, or cooperation from, any governmental authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by the Buyer of this Agreement and its
Related Agreements or the consummation of the transactions contemplated hereby
or thereby.
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(b) The execution, delivery and performance by the Buyer of
this Agreement and its Related Agreements do not and will not violate any law
applicable to the Buyer or any of its properties or assets; violate or conflict
with, result in a breach or termination of, constitute a default or give any
third party any additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets or
properties of the Buyer under, or result in or constitute a circumstance which,
with or without notice or lapse of time or both, would constitute any of the
foregoing under, any contract to which the Buyer is a party or by which the
Buyer or any of its assets or properties are bound; permit the acceleration of
the maturity of any indebtedness of the Buyer or indebtedness secured by any of
its assets or properties; or violate or conflict with any provision of any of
the articles of incorporation, bylaws or similar organizational instruments of
the Buyer.
ARTICLE IX
Covenants of the Sellers
9.1 Implementing Agreement. Subject to the terms and conditions hereof,
the Sellers shall take all commercially reasonable action required of them to
fulfil their obligations under the terms of this Agreement and shall otherwise
use their commercially reasonable efforts to facilitate the consummation of the
transactions contemplated hereby.
9.2 Confidentiality. From and after the Closing Date, except as
required by law or any governmental authority, the Sellers shall maintain all
Confidential Information of the Buyer, including any Confidential Information
included in the Acquired Assets, in strict confidence in accordance with the
procedures it uses to protect its own information of a similar nature.
9.3 Release by the Sellers. The Sellers hereby fully and forever
expressly release and discharge the Buyer and its respective principals,
representatives, shareholders, successors, assigns, directors and officers
(collectively, the "Buyer Releasees"), from any and all manner of action or
actions, cause of action (whether at law or in equity), suits, controversies,
claims, damages, demands or losses, whether known or unknown, which the Sellers
now have or may hereinafter have in the future against the Buyer Releasees by
reason of any breach of or failure by any Buyer Releasees to comply with or
otherwise perform any obligation under the Existing Agreement.
ARTICLE X
Covenants of the Buyer
10.1 Implementing Agreement. Subject to the terms and conditions
hereof, the Buyer shall take all commercially reasonable action required of it
to fulfil its obligations under the terms of this Agreement and shall otherwise
use its commercially reasonable efforts to facilitate the consummation of the
transactions contemplated hereby.
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10.2 Confidentiality. From and after the Closing, except as required by
law or any governmental authority, the Buyer shall maintain all Confidential
Information that relates to the Business or to the Sellers, including any such
Confidential Information included in the Acquired Assets, in strict confidence
in accordance with the procedures it uses to protect its own information of a
similar nature.
10.3 Release by the Buyer. The Buyer fully and forever expressly
releases and discharges the Sellers and their respective principals,
representatives, shareholders, successors, assigns, directors and officers
(collectively, the "Seller Releasees"), from any and all manner of action or
actions, cause of action (whether in law or in equity), suits, controversies,
claims, damages, demands or losses, whether known or unknown, which the Buyer
now has or may hereinafter have in the future against the Seller Releasees by
reason of any breach of or failure by any Seller Releasee to comply with or
otherwise perform any obligation under the Existing Agreement.
ARTICLE XI
Indemnification
11.1 Indemnification by the Sellers. The Sellers agree to indemnify and
hold the Buyer harmless against any and all liabilities, losses, costs, damages
and expenses (including, without limitation, reasonable attorneys' fees)
incurred or suffered by the Buyer arising out of or relating to (i) the material
breach of or material inaccuracy in any representation or warranty made by the
Sellers pursuant to this Agreement or (ii) the failure by the Sellers to comply
with any material covenant set forth in this Agreement. The obligations under
this Section 11.1 shall survive the Closing for a period of twelve months.
11.2 Indemnification by the Buyer. The Buyer agrees to indemnify and
hold the Sellers harmless against any and all liabilities, losses, costs,
damages and expenses incurred or suffered by the Sellers arising out of or
relating to (i) the material breach of or material inaccuracy in any
representation or warranty made by the Buyer pursuant to this Agreement or (ii)
the failure by the Buyer to comply with any material covenant set forth in this
Agreement. The obligations under this Section 11.2 shall survive the Closing for
a period of twelve months.
ARTICLE XII
General
12.1 Expenses. Except as otherwise provided by this Agreement, each
party shall bear and pay its own expenses incurred in connection with the
transactions referred to in this Agreement.
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12.2 Notices. Any notices required or permitted to be sent to a party
hereunder shall be delivered personally or mailed, certified mail, return
receipt requested, delivered by overnight courier service, or by telecopy to the
following addresses, or such other address as such party hereto designates by
written notice given to the other party, and shall be deemed to have been
delivered five business days after mailing, if mailed, or four business days
after delivery to the courier, if delivered by overnight courier services or if
by telecopy, on the date set forth on the confirmation:
If to the Sellers to: c/o Skyline Virtual Reality, Inc.
000 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Facsimile No.: (000) 000-0000
copy to: Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
If to the Buyer to: Namco Cybertainment, Inc.
000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
copy to: Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
12.3 Entire Agreement; Headings; Counterparts. This Agreement
constitutes the entire understanding and agreement between the parties with
respect to the transactions contemplated herein, and supersedes any and all
prior or contemporaneous, oral or written, communications with respect to the
subject matter hereof, all of which are merged herein. The section headings
contained herein shall in no way limit, extend, or interpret the scope or
language of this Agreement or of any particular section and are intended only
for convenience of reference. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, without necessity of
production of the others. Such counterparts may be delivered to the other
parties hereto by facsimile and such delivery shall be deemed a delivery of an
executed original.
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12.4 Amendment; Waiver. This Agreement cannot be modified,
amended or in any way altered except by written document executed by each of
the parties hereto. No waiver of any provision of this Agreement, or of any
rights or obligations of any party hereunder, shall be effective unless in
writing and executed by the party waiving compliance, and such waiver shall be
effective only in the specific instance, and for the specific purpose, stated in
such writing. No waiver of any breach of, or default under, any provision of
this Agreement shall be deemed a waiver of any other provision, or of any
subsequent breach or default of the same provision, of this Agreement.
12.5 Severability. If any provision of this Agreement is determined to
be invalid or unenforceable, that provision shall be deemed stricken and the
remainder of the Agreement shall continue in full force and effect, insofar as
it remains a workable instrument to accomplish the intent and purposes of the
parties. The parties further agree to replace the severed provision with the
provision that will come closest to reflecting the intention of the parties
underlying the severed provision but that will be valid, legal and enforceable.
12.6 Parties in Interest; Assignment. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns; provided, however, that neither party may assign by
operation of law or otherwise to any third party, any right or obligation set
forth in this Agreement without the prior written consent of the other party.
Nothing in this Agreement, express or implied, is intended to confer upon any
person other than the parties hereto any rights or remedies under or by reason
of this Agreement.
12.7 Applicable Law. This Agreement and the performance of the parties
hereunder shall be governed and construed in accordance with the substantive
laws of the State of New York without giving effect to the principles of
conflicts of law thereof.
12.8 Publicity. The financial and business terms of this Agreement
or the Related Agreements shall not be disclosed to any third party or the
public without the prior written consent of the other party; provided, however,
that either party may disclose such information as required by law (including
applicable securities laws), the rules of any applicable stock exchange, or
court order or as necessary to enforce the terms of this Agreement. The
foregoing shall not prohibit either party from disclosing this Agreement or its
contents to its attorneys, accountants or other advisors or to its employees.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
NAMCO CYBERTAINMENT, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
SKYLINE VIRTUAL REALITY, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
SKYLINE MULTIMEDIA
ENTERTAINMENT, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
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SCHEDULE A
Intellectual Property Assets
Trademark Registration Renewal
Trademark Country No. No. Date
--------- ------- --- --- ----
1. XS Too Much U.S.A. Serial No. 75-193,933 Pending Not Applicable
is Not Enough
2. XS U.S.A. Serial No. 75-193,932 Pending Not Applicable
3. XS Too Much U.S.A. Serial No. 75-193,931 Pending Not Applicable
is Not Enough
(and design)
SCHEDULE B
PENDING OFFICE ACTIONS
Service Xxxx Serial No. Date Issued Issues Presented Response Due
------------------ ---------- ----------- ---------------- ------------
XS 75/193932 06/12/97 Identification indefinite 12/12/97
XS TOO MUCH
IS NOT ENOUGH 75/193931 06/12/97 Identification indefinite 12/12/97
XS TOO MUCH IS
NOT ENOUGH (AND
DESIGN) 75/193933 06/12/97 Identification Indefinite
Drawing unacceptable 12/12/97
