EXHIBIT 10.12
ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made on August 24, 2001 between Integral Vision, Inc., a
Michigan corporation of 00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx
00000 ("Parent"), Integral Vision Ltd., an English corporation of Xxxx 0/0
Xxxxxxx Xxxx, Xxxxxx Rd, Industrial Estate, Kempston, Bedford MK42 7PW, and
wholly owned subsidiary of Parent ("Subsidiary") ("Parent" and "Subsidiary"
sometimes collectively referred to as "Seller") and n.v. DIMACO s.a., a Belgium
corporation of Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes,
Belgium ("Buyer").
BACKGROUND
A. Seller is engaged in the business of developing and manufacturing a Full
Bottle Inspection System (as defined in Section 1), a Code and Label
Inspection System (as defined in Section 1), a Keg Inspection System (as
defined in Section 1), a System for Tobacco Instrumentation (as defined in
Section 1), an Inspection System for Web Based Print Quality (as defined
in Section 1) and a Solar Cell Inspection System (as defined in Section 1)
(the "Business"). Buyer desires to purchase, and Seller desires to sell to
Buyer, the Purchased Assets (as defined in Section 1) on the terms and
subject to the conditions of this Agreement.
B. The parties acknowledge that the Seller is engaged in business lines other
than the Business, including but not limited to, inspection systems for
the optical disc industry, inspection of label printing and digital
printing other than the Code and Label Inspection System, inspection in
the packaging and bottling industries other than the Full Bottle
Inspection System, inspection of small flat panel displays, and the sale
of various hardware and software packages that can be configured to allow
end users and integrators to develop their own solutions to many simple
vision inspection applications ("Unrelated Business") and this Asset
Purchase Agreement does not include any assets of such Unrelated Business,
including those assets which are used in both the Business and the
Unrelated Business, unless specifically identified as being purchased as
part of this Agreement.
C. Seller has also agreed not to compete with Buyer in the conduct of the
Business as provided in a non-competition agreement in substantially the
form as attached in Schedule 6.A (the "Non-competition Agreement").
AGREEMENTS
NOW, THEREFORE, in consideration of the Background and the terms and
conditions set forth in this Agreement, the Seller and Buyer agree as follows:
1. Assets Purchased. At the Closing Date, Seller shall sell, assign, convey,
transfer all title of ownership in, set over, and deliver to Buyer all of
the following assets, rights, and
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interests used in the Business. These include the following (collectively,
the "Purchased Assets"):
A. The Full Bottle Inspection System which shall mean a product
developed only to inspect clear PET bottles at the end of a filling
line, and which performs all of the following checks: label
identification (i.e, is it the correct label), label placement, fill
level, cap colour, cap position, cap skew and tamper evident seal
("Full Bottle Inspection System" or "FBIS").
B. Code and Label Inspection System which shall mean a product
developed only to inspect the front and back labels on fillings
lines, and which performs all of the following checks: label
identification, label position, label skew, date/lot code
verification and gross label damage ("Code and Label Inspection
System").
C. Keg Inspection System which shall mean a product developed only to
inspect beer kegs for leaks, missing spears, cap presence/absence,
label identification and foreign keg detection ("Keg Inspection
System").
D. A System for Tobacco Instrumentation which shall mean a product
developed only to measure the diameter, ovality, length and filter
position of cigarettes as part of a complete tobacco instrumentation
system ("System for Tobacco Instrumentation").
E. An Inspection System for Web Based Print Quality which shall mean a
product developed only to inspect the quality of labels printed
directly onto a continuous roll of material (web) ("Inspection
System for Web Based Print Quality").
F. A Solar Cell Inspection System which shall mean a machine vision
system for the alignment, breakage check and print quality
inspection of solar panels.
G. The items of good and saleable inventory being used to complete Work
in Process orders for the Business which are listed on Schedule 1.G
("WIP Inventory"), and any consigned inventory listed on Schedule
1.G ("Consigned Inventory") (the WIP Inventory and the Consigned
Inventory collectively referred to as "Inventory"). Provided
however, the WIP Inventory to complete the Buyer's orders, which
Buyer's orders are separately listed on the attached Schedule
1.K.(1), sub (2), is excluded;
H. Except as provided on Schedule 1.H, all Seller's right, title,
benefit, and interest in and to application codes, improvements,
designs, prototypes, trade secrets, manufacturing and engineering
drawings, process sheets, specifications, bills of material,
formulae and secret and confidential processes, know-how,
technology, and other industrial property (whether patentable or
unpatentable) used exclusively in the Business (the "Intellectual
Property").
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I. A paid-up, non-exclusive license, in the form attached as Exhibit
1.H-A, to use the tools and source codes owned by Parent which are
listed under the heading "Parent Owned Tools to be Licensed to
Buyer" on Schedule 1.H.
J. The fixed assets listed on Schedule 1.J ("Fixed Assets"), which are
located at Seller's U.K. location.
K. The full benefit of:
(1) Any and all purchase orders placed with and accepted by Seller
on or before the Closing Date in connection with the Business
that have not been completely performed or filled before the
Closing Date, covering the purchase from Seller of products to
be supplied by Seller in the Business, or covering the
rendition by Seller of service on products supplied by Seller
in the Business and including all deposits, progress payments,
and credits of the Business, as set forth on Schedule 1.K.(1),
except for the Buyer's orders listed on the attached Schedule
1.K.(1), sub (2), which Buyer's orders shall be subject to the
Manufacturing Agreement between Buyer and Seller, which
Manufacturing Agreement shall be in the form of Schedule 6.D;
and
(2) The purchase orders listed on Schedule 1.K.(2) placed by
Seller prior to the Closing Date in connection with the
Business that have not been completely performed before the
Closing Date, covering Seller's purchase of inventory,
supplies, or materials in the ordinary course of business.
(All the items listed in this Section 1.K are the "Contracts and
Commitments").
L. All records and lists used exclusively in the Business that pertain
directly or indirectly, in whole or in part, to any one or more of
the following: the Seller's Business customers, suppliers,
advertising, promotional material, sales, services, delivery, and
operations.
M. All security deposits and similar items in connection with the
Business, in the amount accrued as of the Closing Date.
Seller shall update all Schedules described in this Section 1, where
appropriate, as of the Closing Date.
2. Excluded Assets. Buyer is not purchasing any Excluded Assets from Seller.
"Excluded Assets" means:
A. All of Seller's books of account (although copies of such books and
records relating to the Business shall, on reasonable request made
by representatives of Buyer, be provided to Buyer);
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B. Claims for refunds of federal and state income taxes, tax credits of
any kind;
C. Cash or cash equivalents;
D. Patents, software and source codes for such software as to which
Buyer is specifically granted only a license, as listed under the
heading "Parent owned Tools to be Licensed to Buyer" on Schedule
1.H;
E. The name "Intelicheck" or "Integral Vision, Inc.", or "Integral
Vision Ltd," or any assumed names, trade names or variations
thereof;
F. The WIP Inventory for the Buyer's orders, and the Buyer's orders, as
such Buyer's orders are listed on Schedule 1.K.(1), sub (2), and
G. The Unrelated Business.
3. Liabilities Assumed. Seller agrees that Buyer assumes no liabilities of
Seller, whether accrued, absolute, contingent, known, unknown, or
otherwise, except for any executory obligations of Seller's continued
performance arising in the ordinary course of business under any Contracts
and Commitments of the Business that become performable or payable on or
after the Closing Date that have been purchased by the Buyer pursuant to
this Agreement, and except for the lease of the Subsidiary's U.K. premises
pursuant to the terms set forth in Section 6.C.
(All of the items listed in this Section 3 are "Assumed Liabilities")
4. Purchase Price for Purchased Assets.
A. Purchase Price. The purchase price to be paid by Buyer to Seller for
the Purchased Assets the Noncompetition Agreement pursuant to
Section 6.A and the License for the Parent Owned Tools (listed on
Schedule 1.H) (the "Purchase Price") shall, in addition to the
Assumed Liabilities, if any, be the total of the following:
(1) Inventory. For the Inventory, the sum of Eight Thousand Seven
Hundred Sixty Seven Pounds Sterling (L8,767.00), as may be
adjusted pursuant to paragraph 5.
(2) Fixed Assets. For the Fixed Assets, the sum of Eighty Eight
Thousand Five Hundred Sixty Pounds Sterling and 70 xxxxx
(L88,560.70);
(3) Inspection System. As partial payment for the application code
for the Full Bottle Inspection System, Buyer will pay Two
Thousand Five Hundred (2500) Euros for each Full Bottle
Inspection System sold by Buyer for the three years
immediately following the Closing.
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(4) Remaining Purchased Assets. For the balance of the Purchased
Assets, including the Noncompetition Agreement, the sum of
Three Hundred Sixty Thousand Eight Hundred Twenty One Dollars
and Thirty Nine Cents ($360,821.39US).
B. Payment of Purchase Price. Buyer shall pay the Purchase Price, on
the Closing Date as follows:
(1) As to the Purchase Price set forth in Sections 4.A(1), (2) and
(4), above, Buyer shall deliver to Subsidiary an amount equal
to the amounts set forth in Sections 4.A (1) and (2) and to
the Parent an amount equal to Three Hundred Sixty Thousand
Eight Hundred Twenty One Dollars and Thirty Nine Cents
($360,821.39) US Dollars, both by cashier's or certified check
or wire transfer ("Readily Available Funds").
(2) The payment due under 4.A(3) shall be paid by Buyer to Parent
within 30 days following the sale of any FBIS in U.S. dollars
with conversion at the rate published in the Wall Street
Journal on a date within 3 business days of the date of
payment. Seller shall have the right to review, or have its
agents review, Buyer's books and records at any time during
normal working hours in order to insure compliance with this
provision.
C. Allocation of Purchase Price. The Purchase Price shall be allocated
among the Purchased Assets in accordance with attached Schedule 4.C.
Buyer and Seller agree to file all returns and reports in a manner
consistent with the allocations in this Section.
5. Adjustment to Purchase Price for Inventory. Seller shall conduct a
physical inventory of the Inventory listed on Schedule 1.G as of the
Closing Date or other agreed upon date as soon as practicable on or after
Closing. Buyer shall be able to observe the taking of such inventory. A
copy of such Inventory shall be delivered to Buyer, along with (i) the
breakdown of the actual direct cost incurred by Seller for the WIP
Inventory used as of the Closing Date toward completion of the Work in
Process orders for the Business, and (ii) the Seller's listed cost of the
Consigned Inventory. If the actual direct cost incurred by Seller for the
WIP Inventory plus the Seller's listed cost of the Consigned Inventory
differs from the sum set forth in 4.A.(1), such difference shall be paid
by Buyer or Subsidiary, as the case may be, to the other, in readily
available Pound Sterling funds, within 10 days of the date of delivery of
the copy of the Inventory by Seller to Buyer.
6. Related Agreements.
A. Non-competition Agreement At the Closing, Seller shall execute and
deliver to Buyer the Non-competition Agreement in the form attached
as Schedule 6.A.
B. License Agreement The License Agreement attached as Exhibit 1.H-A
granting Buyer and DIMACO U.K. Ltd. a paid-up, nonexclusive license
in the specified
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software, shall be signed and delivered at Closing by the parties to
the License Agreement.
C. Lease Agreement.
(1) The parties shall endeavor to have the Assignment of Lease
Agreement attached as Schedule 6.C, whereby Buyer assumes all
of Seller's rights and obligations pursuant to the Lease for
units 8 and 9 of the Subsidiary's U.K. premises, to be signed
and delivered by the parties to it at Closing. Provided
however, in such event, Seller shall pay Buyer the rent for
Xxxx 0, as such rent comes due each quarter, for the remainder
of the present term of the lease of Unit 9 or until Unit 9 is
sublet, whichever shall first occur.
(2) In the event the Assignment of Lease Agreement is not able to
be signed and delivered by the parties to it, Buyer and
Subsidiary shall sign the Sublease of Lease Agreement in the
form of Schedule 6.C-1 whereby Buyer sub-leases all of
Seller's rights and obligations pursuant to the lease for Unit
8 of the Subsidiary's U.K. premises.
(3) Seller shall pay the solicitor's fees incurred by the U.K.
premises landlords in reviewing Schedule 6.C or Schedule
6.C-1, as the case may be.
D. Manufacturing Agreement. The Manufacturing Agreement in the form
attached as Schedule 6.D, shall be executed and delivered by the
parties to it at Closing.
(All of the Agreements contained in this Section 6 are hereinafter
referred to collectively as "Related Agreements.")
7. Delivery Free of Encumbrances. Seller shall deliver good title to the
Purchased Assets free and clear of all mortgages, liens, claims, demands,
charges, options, equity interests, leases, tenancies, easements, pledges,
security interests, and other encumbrances ("Encumbrances"), except for
any Assumed Liabilities that results in any Encumbrance.
8. Preclosing Actions. Before the Closing Date:
A. Conduct of Business. Seller shall carry on and conduct the Business
only in the ordinary course consistent with past practices, without
any change in the policies, practices, and methods that Seller
pursued before the date of this Agreement. Seller will use its best
efforts to preserve the Business organization intact; to preserve
the relationships with Seller's customers, suppliers, and others
having business dealings with it; and to preserve the services of
Seller's agents and representatives. Without limitation of the
foregoing, (i) Seller shall not undertake any action without the
prior written consent of Buyer that, if taken before the date of
this Agreement, would have been required to be disclosed on any
Schedule to
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this Agreement; and (ii) Seller will not alter the physical content
or character of any of the Business' Inventory so as to affect the
nature of the Business or result in a change in the total dollar
valuation of the Inventory or otherwise take action or refrain from
taking action that would result in any change in the Purchased
Assets or Assumed Liabilities, other than in the ordinary course of
business consistent with past practices.
B. Accuracy of Representations and Warranties and Satisfaction of
Conditions. Seller will immediately advise Buyer in writing if (i)
Seller's representations or warranties are untrue or incorrect in
any material respect or (ii) Seller becomes aware of the occurrence
of any event or of any state of facts that results in any of the
representations and warranties of Seller being untrue or incorrect
as if Seller were then making them. Seller will not take any action,
or omit to take any action, that would cause Seller's
representations and warranties set forth in this Agreement to be
untrue or incorrect as of the Closing Date. Seller will use its best
efforts to cause all conditions within its control that are set
forth in Section 9 to be satisfied as promptly as practicable under
the circumstances.
9. Conditions Precedent to Buyer's Obligations. Buyer's obligation to
consummate the transactions contemplated by this Agreement is subject to
the fulfillment (or waiver by Buyer) before or at the Closing of each of
the following conditions:
A. Accuracy of Representations and Warranties. The representations and
warranties of Seller contained in this Agreement and all Related
Agreements shall be true and correct at and as of the Closing Date
as though such representations and warranties were made on that
date.
B. Performance of Covenants. The Seller shall have in all respects
performed and complied with all covenants, agreements, and
conditions that this Agreement and all related documents require to
be performed or complied with before or on the Closing Date,
specifically including all of the Related Agreements referred to in
Section 6.
C. No Casualty. Prior to the Closing Date, Seller shall not have
incurred, or be threatened with, a material liability or casualty
that would materially impair the value of the Purchased Assets.
D. Instruments of Transfer, etc. Effective as of the Closing Date,
Seller shall have delivered to Buyer all bills of sale, general
instruments of transfer, conveyances, assurances, transfers,
assignments, approvals, consents, and any other instruments and
documents containing the usual and customary covenants and
warranties of title and that shall be convenient, necessary, or
reasonably required to effectively transfer the Purchased Assets to
Buyer with good title, free and clear of all Encumbrances.
E. Certificates Regarding Conditions Precedent. Seller shall have
delivered to Buyer
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certificates of the Seller certifying that as of the Closing Date
all of the conditions set forth in this Section, except those
totally within the Buyer's control, have been satisfied.
F. No Litigation. No action, suit, proceeding, or investigation shall
have been instituted before any court or governmental body, or
instituted by any governmental agency, (i) to restrain or prevent
the carrying out of the transactions contemplated by this Agreement,
or (ii) that might affect Buyer's right to own, operate, and control
the Purchased Assets after the Closing Date.
G. Consents. Seller shall have obtained, in writing, all consents
necessary to consummate or to facilitate consummation of this
Agreement and any related transactions. The consents shall be
delivered to Buyer before Closing and shall be reasonably acceptable
to Buyer in form and substance. In the event Seller is unable to
obtain consents to the assignment of any customer purchase order,
Seller will act as Buyer's agent in fulfilling such orders.
H. Board Approval. The Boards of Directors of the Seller and Buyer
shall have taken the necessary Board action approving this
transaction.
I. Other Documents and Instruments. Buyer shall have received such
other documents and instruments as it has reasonably requested.
J. Approvals by Buyer's Counsel. Buyer's counsel shall reasonably
approve all legal matters and the form and substance of all
documents that Buyer or Seller are to deliver at the Closing.
10. Conditions Precedent to Seller's Obligations. Seller's obligations to
consummate the transactions contemplated by this Agreement are subject to
the fulfillment of each of the following conditions before or at the
Closing Date:
A. Accuracy of Representations and Warranties. Buyer's representations
and warranties contained in this Agreement and all Related
Agreements shall be true and correct at and as of the Closing Date
as though such representations and warranties were made at the
Closing.
B. Performance of Covenants. Prior to and at the Closing Date, Buyer
shall have in all respects performed and complied with its
obligations under all the covenants, agreements, and conditions that
this Agreement and all Related Agreements require.
C. Board Approval. The Boards of Directors of the Seller and Buyer
shall have taken the necessary action approving this transaction.
D. Other Documents and Instruments. Seller shall have received such
other documents and instruments as it has reasonably requested.
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E. Approvals by Seller's Counsel. Seller's counsel shall reasonably
approve all legal matters and the form and substance of all
documents that Buyer or Seller are to deliver at the Closing.
11. Closing Matters.
A. Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") shall take place at the offices of
Subsidiary at 10:00 a.m. US Eastern Standard Time on August 24, 2001
or at such other place and time and/or on such other date and time
as the parties may agree upon (the "Closing Date").
B. Updated Schedule. Certain Schedules will need to be up-dated to the
Closing Date. This shall include Schedules 1.K.(1) (Customer
Orders), 1.K.(2) (Vendor Orders) and 12.O (Progress Payments) and
shall include only those changes that have occurred in the ordinary
course of business consistent with past practices.
C. Certain Closing Expenses; Prorations. Seller shall be liable for and
shall pay all US, Michigan, and local sales, use, excise, and
documentary stamp taxes and all other taxes, duties, or other like
charges properly payable on and in connection with Seller's
conveyance and transfer of the Purchased Assets to Buyer. It is
agreed, however, that Buyer shall be responsible for any VAT, export
or import taxes associated with transferring the Inventory. Personal
property taxes and other service contracts assumed by Buyer shall be
prorated ratably as of the Closing Date. To the extent practicable,
all such prorations shall be computed and paid at the Closing, and
to the extent not practicable, as soon as practicable thereafter.
D. Further Assurances. Seller shall cooperate with and assist Buyer
with the transfer of the Purchased Assets under this Agreement and
take all other reasonable actions to assure that the Business is
smoothly transferred to Buyer. From time to time after the Closing
Date, Seller shall, at the request of Buyer, execute and deliver
such additional conveyances, transfers, documents, instruments,
assignments, applications, certifications, papers, and other
assurances that Buyer requests as necessary, appropriate,
convenient, useful or desirable to effectively carry out the intent
of this Agreement and to transfer the Purchased Assets to Buyer.
12. Seller's Representations and Warranties. As of the Closing, the Seller
represents and warrants to Buyer, and acknowledges and confirms, that
Buyer is relying on these representations and warranties in entering into
this Agreement:
A. Organization and Standing. Parent is a corporation duly organized,
validly existing, and in good standing under the laws of the State
of Michigan, Subsidiary is a corporation duly organized, validly
existing and in good standing under English law, and Seller has all
requisite power and authority (corporate and
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otherwise) to own its properties and conduct its business as it is
now being conducted.
B. Authorization. Seller has all requisite power and authority
(corporate and otherwise), all requisite legal capacity (i) to
execute, deliver, and perform this Agreement and the Related
Agreements and (ii) to consummate the transactions contemplated
under this Agreement and the Related Agreements. Seller has taken,
or will have taken at the time of the Closing, all necessary
corporate action (including the approval of its board of directors)
to approve the execution, delivery, and performance of this
Agreement and the Related Agreements to be executed and delivered by
it and the consummation of the transactions contemplated in this
Agreement. This Agreement is, and the Related Agreements when
executed and delivered by the parties to them, will be legal, valid,
and binding obligations of the Seller, enforceable against the
Seller in accordance with the Agreement and Related Agreement's
respective terms, except as such enforcement may be limited by
bankruptcy, insolvency, moratorium, or similar laws relating to the
enforcement of creditors' rights and by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding at law or in equity).
C. Existing Agreements and Governmental Approvals.
(1) Except as provided in Schedule 12.C.(1) the execution,
delivery, and performance of this Agreement and the Related
Agreements and the consummation of the transactions
contemplated by them:
a. Do not and will not violate any provisions of law
applicable to the Seller, the Business, or the Purchased
Assets;
b. As of the Closing, does not and will not conflict with,
result in the breach or termination of any provision of,
or constitute a default under (in each case whether with
or without the giving of notice or the lapse of time or
both) Seller's Articles of Incorporation or Bylaws, or
any indenture, mortgage, lease, deed of trust, or other
instrument, contract, or agreement or any order,
judgment, arbitration award, or decree to which the
Seller is a party or by which it or any of its assets
and properties are bound (including, without limitation,
the Purchased Assets); and
c. Do not and will not result in the creation of any
Encumbrance on the Seller's properties, assets, or
Business (including, without limitation, the Purchased
Assets).
(2) No approval, authority, or consent of, or filing by, the
Seller with, or notification to, any federal, state, or local
court, authority, or governmental or regulatory body or agency
or any other corporation, partnership, individual, or other
entity is necessary:
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a. To authorize the execution and delivery of this
Agreement or any of the Related Agreements by the
Seller,
b. To authorize the consummation of the transactions
contemplated by this Agreement or any of the Related
Agreements by the Seller, or
c. To continue Buyer's use and operation of the Purchased
Assets after the Closing Date.
D. Financial Statements. Seller has delivered to Buyer, and Buyer
acknowledges receipt of, the financial statements on the Business
listed in Schedule 12.D, dated December 31, 2000 (audited) and June
30, 2001 (unaudited, internally prepared) (the " Financial
Statements").
E. No Undisclosed Liabilities. Except as otherwise disclosed in the
Financial Statements or any Schedules to this Agreement, and to the
Best of Seller's Knowledge, Seller does not have any liabilities or
obligations related to the Business, whether accrued, absolute,
contingent, or otherwise, and there exists no fact or circumstance
that could give rise to any such liabilities or obligations in the
future.
F. Conduct of Business. Except as otherwise disclosed on attached
Schedule 12.F, or any Schedules in this Agreement, since June 30,
2001, Seller has not:
(1) Entered into, materially amended, or terminated any contract,
license, lease, commitment, or permit, involving the Business,
except in the ordinary course of business consistent with past
practices;
(2) Incurred or become subject to any obligation or liability
(absolute, accrued, contingent, or otherwise), involving the
Business, except (1) in the ordinary course of business
consistent with past practices and (2) in connection with the
performance of this Agreement;
(3) Mortgaged, pledged, or subjected to any Encumbrance any of the
Purchased Assets;
(4) Sold, transferred, or agreed to sell or transfer any asset,
property, or business; canceled or agreed to cancel any debt
or claim; or waived any right involving the Business, except
in the ordinary course of business consistent with past
practices;
(5) Disposed of or permitted to lapse any Intellectual Property of
the Business;
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(6) Experienced any material damage, destruction, or loss (whether
or not covered by insurance) affecting its properties, assets,
or Business that is the subject of this Agreement;
(7) Entered into any other transaction other than in the ordinary
course of business consistent with past practices in
connection with the Business; and
(8) Agreed or committed to do any of the foregoing.
G. No Adverse Changes. Since June 30, 2001 there has not been, to the
Best Knowledge of the Seller, any occurrence, condition, or
development that has adversely affected, or is likely to adversely
affect, Seller, its prospects, its condition (financial or
otherwise), its affairs, its operations, the Business, or the
Purchased Assets.
H. Contracts. Except for the contracts, commitments or leases listed on
Schedules 1.K.(1), 1.K.(2), 12.H or any other Schedule of this
Agreement, Seller is not a party to nor bound by any agreement or
commitment that affects the Business, the Purchased Assets, or the
Assumed Liabilities which has a value of more than $10,000 or will
last for more than one year from the Closing Date (all these
contracts and commitments referred to as "Significant Contracts").
All Significant Contracts are valid and binding obligations of the
parties thereto in accordance with their respective terms. No
default or alleged default exists on the part of Seller, nor, to the
Best Knowledge of Seller, on the part of any other party, under any
of the Significant Contracts. True and complete copies of all
Significant Contracts have been delivered to Buyer.
I. Title to Purchased Assets. Seller is the sole and absolute owner of
the Purchased Assets and has good title to all of the Purchased
Assets, which are, or will be at the time of the Closing, free and
clear of any and all Encumbrances. Schedule 12.I lists or describes
all property used in the conduct of the Business that is owned by or
an interest in which is claimed by any other person (whether a
customer, supplier, or other person) and for which Seller is
responsible, together with copies of all related agreements. All
such assets are situated on the Premises or other of Seller's
facilities, except for Consigned Inventory, and to the Best of
Seller's Knowledge is in such condition that upon return to its
owner, Buyer will not be liable in any amount to the owner.
J. Condition of Purchased Assets. The Inventory and the Fixed Assets
are in good condition (except as may have been so recorded on the
books and records of the Seller), and are usable or saleable in the
usual and ordinary course of business. The Inventory and the Fixed
Assets are situated at the Seller's facilities unless specifically
disclosed to Buyer.
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K. Taxes.
(1) For the purposes of this Section, "Tax" or "Taxes" shall mean
all foreign, federal, state, county, local, and other taxes
(including, without limitation, income taxes; premium taxes;
single-business taxes; excise taxes; sales taxes; use taxes;
value-added taxes; gross receipts taxes; franchise taxes; ad
valorem taxes; real estate taxes; severance taxes; capital
levy taxes; transfer taxes; stamp taxes; employment,
unemployment, and payroll-related taxes; withholding taxes;
and governmental charges and assessments), and include
interest, additions to tax, and penalties.
(2) As it relates to the Business and the Purchased Assets, Seller
has filed on a timely basis all Tax returns it is required to
file under foreign, federal, state, or local law and has paid
or established an adequate reserve with respect to all Taxes
for the periods covered by such returns. No agreements have
been made by or on behalf of Seller for any waiver or for the
extension of any statute of limitations governing the time of
assessment or collection of any Taxes. Except as disclosed on
Schedule 12.L, Seller and its officers have received no notice
of any pending or threatened audit by the IRS or any foreign,
state or local agency related to Seller's Tax returns or Tax
liability for any period, and no claim for assessment or
collection of Taxes has been asserted against Seller. There
are no federal, state, or local tax liens outstanding against
any of Seller's assets (including, without limitation, the
Purchased Assets) or the Business.
L. Litigation. Except as disclosed on Schedule 12.L, there are no
claims, disputes, actions, suits, proceedings, or investigations
pending or, to the Best Knowledge of the Seller, threatened against
or affecting Seller, involving the Business or the Purchased Assets.
M. Product Liability. No known defect or deficiency exists in any of
the products manufactured or sold by Seller in the Business, or in
any finished Inventory of the Business, that could give rise to any
liabilities or claims for breach of warranty, product liability, or
similar liabilities or claims.
N. Compliance with Laws. At all times prior to the Closing Date, except
as disclosed on Schedule 12.L, Seller has, to the Best of Seller
Knowledge, complied with all laws, orders, regulations, rules,
decrees, and ordinances affecting to any extent or in any manner any
aspects of the Business or the Purchased Assets.
O. Progress Payments. Attached Schedule 12.O contains a true and
complete list and description of all security deposits, progress
payments, and the like that Seller has received relating in any way
to any purchase orders, leases, or other agreements that are part of
the Business.
13
P. No Brokers. Seller has not engaged, and is not responsible for any
payment to, any finder, broker, or consultant in connection with the
transactions contemplated by this Agreement.
Q. Intellectual Property. Schedule 12.Q lists all Intellectual Property
of the Seller that Seller directly or indirectly owns, licenses,
uses, requires for use, or controls in whole or in part and all
licenses and other agreements allowing Seller to use the
intellectual property of third parties in connection with the
Business. Seller does not own, directly or indirectly, or use any
patents, copyrights, trademarks, or service marks in the Business
except as listed. Except as set forth in Schedule 12.Q, Seller is
the sole and exclusive owner of the Intellectual Property, free and
clear of all Encumbrances. Buyer acknowledges that the non-owned
software listed on Schedule 12.Q is readily available in the open
market and will not be transferred by Seller. Except as set forth in
Schedule 12.Q, to the Best Knowledge of the Seller, none of the
Seller's Intellectual Property infringes on any other person's
intellectual property and no activity of any other person infringes
on any of the Intellectual Property. Seller's manufacturing and
engineering drawings, process sheets, specifications, bills of
material, trade secrets, "know-how," and like data used in the
Business are in such form and of such quality that they can,
following the Closing Date, be used in the process of designing,
producing, manufacturing, assembling, and selling the products and
providing the services previously provided by Seller so that such
products and services meet applicable specifications and conform
with the quality standards Seller previously met or was required to
meet.
R. Employee Matters. Seller shall use its best efforts to assist Buyer
in obtaining the agreement of the employees listed on Schedule 14 to
remain employed by Buyer or DIMACO U.K. Ltd.
13. Buyer's Representations and Warranties. Buyer represents and warrants to
Seller that:
A. Organization and Standing. Buyer is a stock corporation duly formed
and in good standing under the laws of Belgium, and has all the
requisite power and authority (corporate and otherwise) to own its
properties and to conduct its business as it is now being conducted.
B. Authorization. Buyer has taken all necessary corporate action (i) to
duly approve the execution, delivery, and performance of this
Agreement and the Related Agreements and (ii) to consummate any
related transactions. Buyer has duly executed and delivered this
Agreement. This Agreement is, and the Related Agreements when
executed and delivered by the parties to them will be, legal, valid,
and binding obligations of Buyer enforceable against Buyer in
accordance with their respective terms, except as such enforcement
may be limited by bankruptcy, insolvency, moratorium, or similar
laws relating to the enforcement of creditor's rights and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
14
C. Existing Agreements and Governmental Approvals.
(1) The execution, delivery, and performance of this Agreement and
the Related Agreements and the consummation of the
transactions contemplated by this Agreement:
a. Do not and will not violate any provisions of the law
applicable to Buyer;
b. Do not and will not conflict with, result in the breach
or termination of any provision of, or constitute a
default under (in each case whether with or without the
giving of notice or the lapse of time, or both) Buyer's
Articles of Incorporation or Bylaws or any indenture,
mortgage, lease, deed of trust, or other instrument,
contract, or agreement or any order, judgment,
arbitration award, or decree to which Buyer is a party
or by which it or any of its assets and properties are
bound; and
c. Except for financing in connection with this Agreement,
do not and will not result in the creation of any
Encumbrance on any of the Buyer's properties, assets, or
business.
D. No Additional Approval. No approval, authority, or consent of, or
filing by Buyer with, or notification to, any federal, state, or
local court, authority, or governmental or regulatory body or agency
or any other corporation, partnership, individual, or other entity
is necessary:
(1) To authorize Buyer's execution and delivery of this Agreement
and Related Agreements; or
(2) To authorize Buyer's consummation of the transactions
contemplated by this Agreement and the Related Agreements.
14. Employees. Buyer agrees that it or one of its Affiliates will hire those
of Seller's employees employed in the Business at the U.K premises who are
listed on Schedule 14. Affiliates means any legal entity, at least 50%
owned or controlled, directly by Mr. Luc Tricot or by n.v DIMACO s.a.,
either individually or collectively (but only so long as such ownership or
control equity interest exists).
15. Indemnification.
A. Seller. Seller shall defend, indemnify, and hold harmless Buyer and
its directors, officers, shareholders, successors, and assigns from
and against any and all costs, losses, claims, suits, actions,
assessments, diminution in value, liabilities, fines, penalties,
damages (compensatory, consequential, and other), and expenses
15
(including reasonable legal fees) in connection with or resulting
from:
(1) Except as otherwise expressly assumed by Buyer in the
Agreement, all debts, liabilities, and obligations of Seller,
whether accrued, absolute, contingent, known, unknown, or
otherwise, but excluding any Assumed Liabilities.
(2) Any inaccuracy in any representation or breach of any warranty
of Seller contained in this Agreement or any Related
Agreement.
(3) Any failure by Seller to perform or observe in full, or to
have performed or observed in full, any covenant, agreement,
or condition to be performed or observed by Seller under this
Agreement or any Related Agreement.
Provided, however, such indemnification shall be limited to the
total of the Purchase Price plus all monies paid by Buyer under any
Related Agreement.
B. Buyer. Buyer shall defend, indemnify, and hold harmless Seller and
its directors, officers, shareholders, successors, and assigns from
and against any and all costs, losses, claims, suits, actions,
assessments, diminution in value, liabilities, fines, penalties,
damages (compensatory, consequential, and other), and expenses
(including reasonable legal fees) in connection with or resulting
from:
(1) All debts, liabilities, and obligations of Buyer, whether
accrued, absolute, contingent, known, unknown, or otherwise.
(2) Any inaccuracy in any representation or breach of any warranty
of Buyer or DIMACO U.K. Ltd. contained in this Agreement or
any Related Agreement.
(3) Any failure by Buyer or DIMACO U.K. Ltd. to perform or observe
in full, or to have performed or observed in full, any
covenant, agreement, or condition to be performed or observed
by the Buyer or DIMACO U.K. Ltd. under this Agreement or any
Related Agreement.
C. Notice of Claim. Each person entitled to indemnification under this
Section 15 (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be available or sought, and shall
permit the Indemnifying Party to participate in the defense of any
such claim or any resulting litigation, and the Indemnifying Party
may participate in such defense at such party's expense. The failure
of any Indemnified Party to give the notice required by this
Agreement shall not relieve the Indemnifying Party of its
obligations unless such failure results in actual detriment to the
Indemnifying Party. In the event that a claim or litigation is
partially, but not wholly covered by an indemnity set forth in this
Section 15 the
16
Indemnified and the Indemnifying Parties shall share in the
resulting losses in proportion to their respective liabilities.
Except with the consent of each Indemnified Party, which consent
shall not be unreasonably withheld, no Indemnifying Party shall
consent to the entry of any judgment or enter into any settlement
which does not include a release of such Indemnified Party from all
liability in respect to such claim or litigation to the extent it is
covered by the indemnity in this Section 15.
D. Limit of Liability. Neither party shall have any liability (for
indemnification or otherwise) under this Section 15 except to the
extent that the total of all Damages exceeds Twenty Five Thousand
Dollars and No Cents ($25,000.00US).
16. Expenses. Each of the parties shall pay all of the costs that it incurs
incident to the preparation, execution, and delivery of this Agreement and
the performance of any related obligations, whether or not the
transactions contemplated by this Agreement shall be consummated, except
that all such costs and all such liabilities of Seller other than the
Assumed Liabilities, including, without limitation, Tax liabilities, shall
be paid out of the proceeds of the Purchase Price.
17. Risk of Loss. The risk of loss of or damage to the Purchased Assets from
fire or other casualty or cause shall be on Seller at all times up to the
Closing Date, and it shall be the responsibility of Seller to repair, or
cause to be repaired, and to restore the property to the condition it was
before the loss or damage.
18. Termination.
A. This Agreement may be terminated at any time before the Closing Date
as follows:
(1) By Buyer and Seller in a written instrument.
(2) By either Buyer or Seller if the Closing does not occur on the
Closing Date.
(3) By Buyer or Seller if there has been a material breach of any
of the representations or warranties set forth in this
Agreement on the part of the other, and this breach by its
nature cannot be cured before the Closing.
(4) By Buyer or Seller if there has been a breach of any of the
covenants or agreements set forth in this Agreement on the
part of the other, and this breach is not cured within ten
(10) business days after the breaching party receive written
notice of the breach from the other party.
B. If terminated as provided in Section 18, this Agreement shall
forthwith become void and have no effect, except for Sections 18.C
and except that no party shall be relieved or released from any
liabilities or damages arising out of the party's
17
breach of any provision of this Agreement or of the Confidentiality
Agreement between the parties dated April 30, 2001.
C. Buyer warrants and agrees that if this Agreement is terminated
pursuant to Section 18, each party will not, during the two (2) year
period following the termination, directly or indirectly solicit any
employee of the other party to leave the other party's employment.
19. Miscellaneous Provisions.
A. Representations and Warranties. All representations, warranties, and
agreements made by the parties pursuant to this Agreement shall
survive the consummation of the transactions contemplated by this
Agreement for two (2) years after the Closing date.
B. Notices. All notices, demands, and requests required or permitted to
be given under the provisions of this Agreement shall be in writing
and shall be deemed given (i) when personally delivered or sent by
facsimile transmission to the party to be given the notice or other
communication or (ii) on the business day following the day such
notice or other communication is sent by overnight courier to the
following:
If to Seller: Xxxxxxx X. Xxxxx
Integral Vision, Inc.
00000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
(000) 000-0000 Phone Number
(000) 000-0000 Fax Number;
If to Buyer: Luc Tricot
n.v. DIMACO s.a.
Parc Scientifique Xxxxxxxx-Xxxxx
00, Xx. Xxxxxxx
0000 Xxxxx
Xxxxxxx
00 00 000000 Phone Number
00 00 000000 Fax Number;
or to such other address or facsimile number that the parties may
designate in writing.
C. Assignment. Neither Seller nor Buyer shall assign this Agreement, or
any interest in it, without the prior written consent of the other.
D. Parties in Interest. This Agreement shall inure to the benefit of,
and be binding on, the named parties and their respective successors
and permitted assigns, but any other person.
18
E. Choice of Law. This Agreement shall be governed, construed, and
enforced in accordance with the laws of the State of Michigan,
without regard to choice of law.
F. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signature on each
counterpart were on the same instrument.
G. Entire Agreement. This Agreement, all Related Agreements and all
related documents, schedules, exhibits, or certificates represent
the entire understanding and agreement between the parties with
respect to the subject matter and supersede all prior agreements or
negotiations between the parties. This Agreement may be amended,
supplemented, or changed only by an agreement in writing that makes
specific reference to this Agreement and that is signed by the party
against whom enforcement of any such amendment, supplement, or
modification is sought.
H. Mediation and Arbitration.
(1) Any dispute, controversy, or claim arising out of or relating
to this Agreement or relating to the breach, termination, or
invalidity of this Agreement, whether arising in contract,
tort, or otherwise, that cannot be resolved by the parities,
the matter will be submitted to mediation under the then
current Mediation Rules of the American Arbitration
Association.
(2) If the matter is not resolved by such mediation, the matter
shall, at the request of any party, be resolved in binding
arbitration. Any arbitration shall proceed in accordance with
the current Commercial Arbitration Rules (the "Arbitration
Rules") of the American Arbitration Association ("AAA") to the
extent that the Arbitration Rules do not conflict with any
provision of this Section.
(3) No provision of or the exercise of any rights under this
Section shall limit the right of any party to seek and obtain
provisional or ancillary remedies (such as injunctive relief,
attachment, or the appointment of a receiver) from any court
having jurisdiction before, during, or after the pendency of
an arbitration proceeding under this Section. The institution
and maintenance of any such action or proceeding shall not
constitute a waiver of the right of any party (including the
party taking the action or instituting the proceeding) to
submit a dispute, controversy, or claim to arbitration under
this Section.
(4) Any award, order, or judgment made pursuant to arbitration
shall be deemed final and may be entered in any court having
jurisdiction over the enforcement of the award, order, or
judgment.
19
(5) The arbitration shall be held before one arbitrator
knowledgeable in the general subject matter of the dispute,
controversy, or claim and selected by AAA in accordance with
the Arbitration Rules.
(6) The arbitration shall be held at the office of AAA located in
Detroit, Michigan (as the same may be from time to time
relocated), or at another place the parties agree on.
(7) In any arbitration proceeding under this Section, subject to
the award of the arbitrator(s), each party shall pay all its
own expenses and an equal share of the fees and expenses of
the arbitrator. The arbitrator shall have the power to award
recovery of costs and fees (including reasonable attorney
fees, administrative and AAA fees, and arbitrator's fees)
among the parties as the arbitrator determines to be equitable
under the circumstances.
The parties have executed this Agreement on the date set forth on the first page
of this Agreement.
SELLER BUYER:
Integral Vision, Inc. n.v. DIMACO s.a.
By: By:
---------------------------- -----------------------------
Xxxxxxx X. Xxxxx
Its: Chairman Its:
----------------------------
Integral Vision Ltd.
By:
----------------------------
Xxxxxxx X. Xxxxx
Its:
----------------------------
Director
20
SCHEDULES
SCHEDULE 1.G - INVENTORY
(See Page 2 for discussion)
(1) WIP Inventory
List of Inventory Located at U.K. Premises Which Will be Transferred to Buyer
Customer IV Order # Qty Part # Cost
Xxxxxxxx 107 1 990-5014 BPS 2,887
This Xxxxxxxx Order may be shipped and moved to Consignment Inventory by
Closing.
(2) Consigned Inventory
List of Consigned Inventory Which Will be Transferred to Buyer
CUSTOMER IV ORDER # QTY PART # COST
Xxxxxxxx 109 1 990-5021 BPS 5,880
21
SCHEDULE 1.H - INTELLECTUAL PROPERTY NOT BEING SOLD
( See page 2 and 4 for discussion)
1. Parent Owned Tools to be Licensed to Buyer
Tools and access to the Source Codes for the Tools For Which a Paid-up,
Non-exclusive, Non-assignable License is Being Granted to Buyer and DIMACO U.K.
Ltd. from Parent in the Form of Exhibit 1.H-A
FEATURE FIND - A software program that locates and provides data about a trained
pattern of light intensity within a defined region of interest in an image
EDGE - A software program that locates and provides data about a transition in
light intensity over a linear region within a defined region of interest in an
image
BLOB - A software program that locates and provides data about regions having
light intensity within a defined range within a defined region of interest in an
image
LIGHTMETER - A software program that provides a histogram of light intensity
within a region of interest
TEMPLATE - A software program that compares an image with a stored image and
reports the differences
WARP ENGINE - A software program that compensates for linear distortions
resulting from acquiring an image from a round object
CALIPER - A software program that determines the distance between two edges
within a defined region of interest in an image
COLOUR METER - A software program that provides a numerical representation of
the difference between the trained colour and the inspected colour
INTELLIGENT COLOUR HISTOGRAM - A software program that compares the colour
histogram inspected with trained reference libraries to determine a probability
of the inspected imaged matching a reference image
2. Tools which Parent Distributes:
Buyer will purchase either direct from Seller or from any third party at
conditions to be determined by the parties, all of the following Tools
needed by Buyer in the Business:
CVB Image Manager- distributed by Parent
CVB Minos - distributed by Parent
IVC/Imagineer
22
EXHIBIT 1. H-A
NONEXCLUSIVE LICENSE AGREEMENT
This Agreement made and entered into as of this 24th day of August , 2001
and between Integral Vision, Inc., a Michigan corporation having its principal
offices at 00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
("LICENSOR"); and n.v. DIMACO s.a., a Belgium corporation having its principal
offices at Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes, Belgium
("n.v. DIMACO") , and DIMACO U.K. Ltd. a United Kingdom corporation having its
principal offices at _________________________________ ("___________) ("n.v.
DIMACO and DIMACO U.K. Ltd. collectively referred to as "LICENSEE").
Factual Statements
A. LICENSOR and n.v. DIMACO are parties to an Asset Purchase Agreement
dated August 24, 2001 ("Purchase Agreement");
B. LICENSOR is the owner of all right, title and interest in and to
certain LICENSOR SOFTWARE and SOURCE CODES for such LICENSOR
SOFTWARE relating to inspections systems for the packaging industry;
C. LICENSEE desires to obtain a nonexclusive license for said LICENSOR
SOFTWARE and SOURCE CODES pursuant to the Purchase Agreement;
Agreement
1. Definitions. As used herein, the term:
A. "Feature Find" shall mean a software program that locates and
provides data about a trained pattern of light intensity within a
defined region of interest in an image.
B. "Edge" shall mean a software program that locates and provides data
about a transition in light intensity over a linear region within a
defined region of interest in an image.
C. "Blob" shall mean a software program that locates and provides data
about regions having light intensity within a defined range within a
defined region of interest in an image.
D. "Lightmeter" shall mean a software program that provides a histogram
of light intensity within a region of interest.
E. "Template" shall mean a software program that compares an image with
a stored image and reports the differences.
F. "Warp Engine" shall mean a software program that compensates for
linear distortions resulting from acquiring an image from a round
object.
23
G. "Caliper" shall mean a software program that determines the distance
between two edges within a defined region of interest in an image.
H. "Colour Meter" shall mean a software program that provides a
numerical representation of the difference between the trained
colour and the inspected colour.
I. "Intelligent Colour Histogram" shall mean a software program that
compares the colour histogram inspected with trained reference
libraries to determine a probability of the inspected imaged
matching a reference image.
J. "LICENSOR SOFTWARE" shall mean Feature Find, Edge, Blob, Lightmeter,
Template, Warp Engine, Caliper, Colour Meter and Intelligent Colour
Histogram.
K. "SOURCE CODE(S)" shall mean the programming statements and
instructions for the LICENSOR SOFTWARE written by a computer
programmer that must be converted into machine language so that the
LICENSOR SOFTWARE can operate on a computer.
2. Grant.
A. Upon the terms and conditions set forth herein, LICENSOR hereby
grants to LICENSEE a paid-up, worldwide, nonexclusive license to:
(1) make, have made, use, offer to sell or sell products covered
by one or more claims of the LICENSOR SOFTWARE; and
(2) access to, and use of, the SOURCE CODES for the LICENSOR
SOFTWARE for the sole purpose of LICENSEE custom programming
of the features and functions of the LICENSOR SOFTWARE within
the scope of the grant to make, have made, use, offer to sell,
or sell products covered by one or more claims of the LICENSOR
SOFTWARE, and for no other purpose. LICENSEE shall not, and
shall cause its affiliates not to, sell or sub-license the
SOURCE CODES, or otherwise use or allow other use of the
SOURCE CODES by any means under any condition, except as
expressly provided in this Agreement.
B. The foregoing grant of license shall not be construed as a license,
by implication or otherwise, under (i) any patent applications or
patents owned by LICENSOR or under which LICENSOR has or acquires
the right to grant licenses, (ii) any software other than those
fitting within the definition of LICENSOR SOFTWARE, or (iii) any
source codes other than the SOURCE CODES for the LICENSOR SOFTWARE.
24
C. The grant made herein does not include any right to sub-license on
the part of the LICENSEE and the LICENSEE is specifically prohibited
from granting any such sub-license, except:
(1) LICENSEE shall have the limited right to sub-license LICENSOR
SOFTWARE solely for the purpose of the manufacture of the
LICENSEE'S Products by LICENSEE'S contractors, and
(2) LICENSEE shall have the right to sublicense LICENSOR SOFTWARE
to LICENSEE'S Affiliates which are defined to include only any
legal entity, at least 50% owned or controlled, directly by
Mr. Luc Tricot or by n.v DIMACO SA, either individually or
collectively (but only so long as such ownership or control
equity interest exists).
In the event of any permitted sub-license by LICENSEE, LICENSEE
shall notify LICENSOR in writing of such sub-license together with a
copy of the sub-license agreement and such other material as
LICENSOR shall reasonable request regarding the transaction.
Furthermore, such ability to sub-license does not include the right
to sub-license the SOURCE CODES. In the event a permitted
sub-license is made, the LICENSEE maintains its total obligations
and responsibilities under this Agreement.
D. The grant made herein of LICENSOR SOFTWARE is agreed to relate only
to the LICENSOR SOFTWARE and SOURCE CODES as they currently exist.
LICENSOR undertakes no duty to maintain or service any LICENSOR
SOFTWARE or SOURCE CODES.
E. LICENSEE shall be entitled (directly as well as with the assistance
of a third party contractor) to enhance, develop, and modify
LICENSOR SOFTWARE. LICENSEE shall have all rights, title and
interest, including intellectual property rights in and to all
LICENSEE'S modification; provided, however, LICENSEE can only use
such modifications for incorporation into its own products and is
prohibited from selling such modified software as a separate
product.
3. Licensor information.
LICENSEE agrees that all documentation and information made available or
disclosed to LICENSEE by LICENSOR as a result of or related to this
Agreement, or any negotiations therefor, shall be received and treated by
LICENSEE on a confidential and restricted basis, and shall not be
disclosed to any third parties or used for any purpose (other than this
Agreement) without the prior written consent of LICENSOR, unless required
to do so by law.
25
4. Marking.
A. LICENSEE agrees to affix to each Product containing LICENSOR
SOFTWARE or to the package containing such Product or to any
insertion slip in the package with each such Product a legible
notice reading: "Software licensed from Integral Vision, Inc." or as
may otherwise be instructed by LICENSOR.
B. The granting of the license herein shall not constitute an approval
of or acquiescence in LICENSEE's practices with respect to
trademarks, trade names, corporation names, advertising, or similar
practices with respect to the LICENSEE'S Product, nor does the
granting of any license hereunder constitute an authorization or
approval of, or acquiescence in the use of any trade name or
trademark of LICENSOR or its affiliates in connection with the
manufacture, advertising or marketing of LICENSEE's Product; and
LICENSOR hereby expressly reserves all rights with respect thereto.
5. Intellectual Property Rights
A. LICENSOR warrants, represents and covenants that (i) it is the sole
owner of the LICENSOR SOFTWARE and has, as sole owner, all right,
title and interest, including intellectual property rights in
LICENSOR SOFTWARE; (ii) it has the right to enter into this
Agreement and accord the rights granted per the terms of this
Agreement; and (iii) it is not a party to nor will it enter into any
agreement, covenant or encumbrance which may in any way prejudice
the rights created in this Agreement.
B. LICENSEE recognizes that the exclusive ownership of LICENSOR
SOFTWARE belongs to LICENSOR and that LICENSEE has no right to use
LICENSOR SOFTWARE except for the rights expressly granted in this
Agreement.
6. Duration and Termination.
A. Unless otherwise terminated as hereinafter set forth, this Agreement
and the licenses granted hereby shall continue in full force and
effect indefinitely.
B. If LICENSEE shall at any time default in fulfilling any of the
obligations hereof, and such default shall not be cured within
thirty (30) days after written notice thereof is given by LICENSOR
to LICENSEE, LICENSOR shall have the right to terminate this
Agreement by giving written notice of termination to LICENSEE; this
Agreement thereby being terminated thirty (30) days after such
notice of termination is mailed by LICENSOR. LICENSEE shall have the
right to cure any such default up to, but not after, the giving of
such notice of termination.
C. LICENSOR shall have the right to terminate this Agreement by giving
written notice of termination to LICENSEE in the event of any one of
the following, such termination being effective upon receipt of such
notice or five (5) days after such notice is mailed, whichever is
earlier:
26
(1) Liquidation of LICENSEE;
(2) Insolvency or bankruptcy of LICENSEE, whether voluntary or
involuntary;
(3) Inability of LICENSEE to meet its obligations hereunder;
(4) Appointment of a trustee or receiver for LICENSEE;
(5) Any breach or default by LICENSEE of its obligations,
representations or warranties, or otherwise, under the
Purchase Agreement, or any Related Agreement thereunder;
(6) Any assignment by LICENSEE for the benefit of creditors.
D. The waiver of any default under this Agreement by LICENSOR shall not
constitute a waiver of the right to terminate this Agreement for any
subsequent or like default, and the exercise of the right of
termination shall not have the effect of waiving any damages to
which LICENSOR might otherwise be entitled.
7. Notices.
A. All notices, requests, demands and other communications under this
Agreement or in connection therewith shall be given to or be made
upon the respective parties hereto as follows, or at such other
addresses as from time to time may be provided:
To LICENSEE:
n.v. DIMACO s.a.
Parc Scientifique Xxxxxxxx-Xxxxx
00, Xx. Xxxxxxx
0000 Xxxxx
Xxxxxxx
00 00 000000 Phone Number
00 00 000000 Fax Number;
To LICENSOR:
Integral Vision, Inc.
00000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
(000) 000-0000 Phone Number
(000) 000-0000 Fax Number
B. All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in
writing, shall be forwarded by registered air mail, and shall be
deemed to have been given when deposited postage prepaid, addressed
as specified in the preceding paragraph.
27
8. Construction and Assignment.
A. This Agreement shall be binding upon and inure to the benefit of
LICENSOR, its legal representatives, successors, heirs and assigns.
Any voluntary or involuntary transfer, sale, assignment, pledge, or
encumbrance of any or all of the LICENSOR SOFTWARE or Source Codes
shall be subject to LICENSEE's right to license same on a
royalty-free basis from the transferee or trustee, as the case may
be. The transferee or trustee shall deliver to LICENSEE a written
undertaking in which the transferee or trustee will expressly agree
to be bound by all terms and provisions of the Agreement to same
extent and in the same manner as LICENSOR.
B. This Agreement shall be binding upon and inure to the benefit of
LICENSEE, but shall not be transferable or assignable without the
prior written consent of LICENSOR.
C. This Agreement shall be deemed to be a contract made under the laws
of the United States of America, the State of Michigan, and for all
purposes shall be interpreted in its entirety in accordance with the
laws of said State.
D. Nothing contained in this Agreement shall be construed as conferring
upon LICENSEE or its customers, directly or by implication, estoppel
or otherwise, any license under any trade secrets or know-how of
LICENSOR, and no such license or other rights shall arise from this
Agreement or from any acts, statements or dealings resulting in or
related to the execution of this Agreement.
9. Negation of warranty.
No representation or warranty has been or is made by LICENSOR that
LICENSEE's Product or parts or subassemblies thereof may be manufactured,
used, sold, or leased free of infringement of patent rights or other
proprietary rights of others; it being understood that LICENSOR shall not
be liable for any loss, damage, or expense arising from any claim of
patent or other proprietary right infringement upon the manufacture, use,
lease, or sale of LICENSEE's Product or any portions thereof or the
exercise of any license or right under this Agreement.
10. Modification.
This Agreement embodies all of the understanding and obligations between
the parties with respect to the subject matter hereof. No amendment or
modification of this Agreement shall be valid or binding upon the parties
unless made in writing, signed on behalf of each of the parties by their
respective proper duly authorized officers.
28
11. Compliance with Laws.
A. Any payment which requires governmental approval or permission under
foreign exchange control laws or other laws, if any, shall be made
in accordance with such laws.
B. LICENSEE agrees to comply with all provisions of the Export
Administration Regulations of the United States Department of
Commerce, as they currently exist and as they may be amended from
time to time.
In witness whereof the respective duly authorized representatives of the parties
have caused this Agreement to be executed as of the date first above written.
LICENSOR
Integral Vision, Inc.
----------------------------- ------------------------------
By:
Its:
LICENSEE
n.v. DIMACO s.a.
----------------------------- ------------------------------
By:
Its:
DIMACO U.K. Ltd.
----------------------------- ------------------------------
By:
Its:
29
SCHEDULE 1.J - FIXED ASSETS
(See page 3 for discussion)
Buyer will receive L88,560.87 of selected assets as follows:
INTEGRAL VISION UK COMPLETE ASSET SUMMARY AUGUST-2001
Worksheet List
AUGUST-2001
-----------
SALE PRICE TOTALS
---------- ------
COMPUTER EQUIPMENT:
SALES & MARKETING:
Xxxxxxxxx Xxxxxxx 485.01
--------------
485.01
APPLICATION ENGINEERS:
Will Xxxxxxx 5,051.37
Xxxxx Xxxxxxx 5,238.88
Xxxx Xxxxxxxx 493.43
Xxx Xxxxxx 1,547.51
Apps Misc 464.87
--------------
12,796.06
SERVICE ENGINEERS:
Xxxx Xxxxx 596.50
Xxxx Xxxxxxxx 85.33
Service Misc 4,289.25
--------------
4,971.08
DIRECT MANUFACTURING:
Xxxx Xxxxx 1,573.90
Xxxxx Xxxx 10,846.33
--------------
12,420.23
OPERATIONS:
Xxx Xxxxx 506.87
Xxxxx Xxxxxxx 725.40
--------------
1,232.27
MISC:
Internet PC 607.54
Network 6,300.39
Printer & Laptops etc 2,963.63
Demo Equipment Upstairs 7,277.40
Demo Equipment Downstairs 671.80
--------------
17,820.77
FIXTURE AND FITTINGS: 9,389.03
LEASEHOLD: 0.00
SOFTWARE: 22,222.19
TOOLING EQUIPMENT: 1,500.00
30
EXHIBITION EQUIPMENT: 2,724.24
INCIDENTALS: 3,000.00
------------
GRAND TOTAL: 88,560.87
============
31
FIXED ASSETS BY EMPLOYEE X.XXXXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
1-Jan Box ATX Midi Tower 1 29 29 20.78
Motherboard 1 60 60 48.00
PII 266 1 132 132 105.60
64Mb DIMMS 1 69 69 55.36
FD235HF IDE FDD 1 20 20 2.00
DS V550 16Mb 1 60 60 48.00
Network Card 1 88 88 8.80
Feb-99 Monitor Targa 17" Monitor 1 152 152 81.07
Keyboard Cherry 1 49 49 4.90
Mouse 1 45 45 4.50
HardDisk 6.0Gb 1 63 63 50.40
HardDisk 2Gb Western Digital 1 89 89 35.60
CDROM 24x 1 40 40 20.00
----- ----------
TOTAL
VALUE 896 485.01
===== ==========
32
FIXED ASSETS BY EMPLOYEE WILL XXXXXXX AUGUST-2001
Worksheet List
ASSET TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. COST VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Xxx 0 00 00 00.00
XxxxxxXxxxx 0 00 00 39.20
P3 733 1 175 175 140.00
DIMMS 128Mb 1 138 138 110.40
Graphics G400 1 99 99 79.20
HDD 10Gb 1 89 89 71.20
CDROM 1 25 25 20.00
Network Card 1 19 19 15.20
PC Vision 1 824 824 659.20
Adavtech 725 I/O 1 82 82 65.60
Monitor 21" Iiyama 1 1,300 1,300 130.00
Monitor 15MVX 1 348 348 34.80
Keyboard 1 29 29 16.92
Mouse 1 29 29 16.92
BOX Intel pentium PII 233 1 626 626 187.80
64Mb Xxxxx 2 600 1,200 120.00
Xxxxxx Stealth 220 1 101 101 10.10
Adavtech 730 I/O 1 82 82 65.60
FD235HF IDE FDD 1 20 20 2.00
HDD MISC 10 89 890 445.00
ISO Tech Power Supply -
on KC Desk 1 200 200 53.33
Camera Pulnix 1 348 348 34.80
Lens MISC 7 50 350 35.00
Camera Sony XC-E150 1 348 348 34.80
Kaiserstand 1 211 211 21.10
Tektronix Oscilloscope 1 1,630 1,630 1,304.00
Diverse Colour Optical
Head with Camera 1,000.00
I/O Test Box 200.00
PLC Omron 100.00
----- ----------
TOTAL
VALUE 9,261 5,051.37
===== ==========
33
FIXED ASSETS BY EMPLOYEE N MAMHOOD AUGUST-2001
Worksheet List
ASSET TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. COST VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Monitor 17" Belina 1 149 149 69.53
Mouse 1 45 45 14.25
Keyboard 1 49 49 15.52
Camera JAI M10 1 767 767 613.60
Camera Pulnix 2 348 696 69.60
KaiserStand 1 220 220 22.00
HDD MISC 6 64 381 222.53
ATX 1 49 49 31.03
Dual Processor Motherboard 1 89 89 56.37
PIII500 1 129 129 103.20
128Mb Memory 1 150 150 95.00
Matrox Millenium 32Mb 1 69 69 43.70
Network Card 1 35 35 22.17
ITI + Daughter Card 1 1,125 1,125 900.00
PC Vision 1 824 824 659.20
I/O Card PC Labs 1 383 383 121.28
CD ROM 48x 1 45 45 28.50
FDD 1 19 19 12.03
HDD - 3.2Gb 1 89 89 56.37
M70 Camera 1 1,008.00
Lens 15 150.00
Lightbox 1 20.00
Turntable 1 100.00
Ledu Lamp 1 15.00
Thrlby Thandar Trigger Box 1 700.00
Retort Stands 3 90.00
----- ----------
TOTAL
VALUE 5,313 5,238.88
===== ==========
34
FIXED ASSETS BY EMPLOYEE XXXX XXXXXXXX AUGUST-2001
Worksheet List
ASSET TOTAL
NUMBER DESCRIPTION SERIAL NO QUANT. COST VALUE SALE PRICE
------ ----------- --------- ------ ---- ----- ----------
17" Monitor 1 124 124 99.20
IV 00248 Cherry G0383414S 1 49 49 4.90
IV 00227 Microsoft Mouse 1 49 49 4.90
Mar-99 GIG 10BX Chipset Mthbrd 1 79 79 43.45
Mar-99 Intel PPRO400Mhz 1 169 169 92.95
128Mb of Xxxxx 1 800 800 80.00
2Gb HDD Western 1 89 89 32.63
Apr-99 8.4Gb IBM HDD 1 88 88 49.87
FD235HF IDE FDD 1 20 20 2.00
Diamond Stealth 1 101 101 10.10
Network Card 1 88 88 8.80
CD ROM 1 60 60 6.00
IV 00143 Ledu Lamp 1 130 130 13.00
IV 00250 JVC Camera KY F55BE 9050241 1 260 260 26.00
Cypress USB Starter kit 1 62 62 19.63
----- ----------
TOTAL
VALUE 2,168 493.43
===== ==========
35
FIXED ASSETS BY EMPLOYEE X.XXXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
BOX 1 39 39 3.90
Monitor 19" Targa 1 179 179 146.18
Keyboard Cherry d91275 6X041375H05 1 49 49 4.90
Mouse Logitech 1 45 45 4.50
Motherboard 1 49 49 39.20
PIII 750 1 175 175 140.00
3c 509b network card 1 88 88 8.80
64Mb DIMMS 2 69 138 110.72
Hard Disk 8Gb 1 114 114 38.00
Aug-00 Hard Disk 8.4 Seagate 1 48 48 40.00
Graphics All In Wonder 32Mb 1 119 119 105.12
Mar-00 CD Rom 52x 1 21 21 15.75
HDD 10Gb 1 89 89 71.20
Scanerjet 11cx From Internet Mach 1 495 495 49.50
CKS BOX A758-000 44144 1 1,941 1,941 485.17
Network Card 1 62 62 6.20
Nov-98 DIMMS 64Mb 2 69 138 110.72
Monitor Hitachi MVX 1 348 348 34.80
Keyboard Cherry 1 49 49 4.90
Graphics All In Wonder 16Mb 1 99 99 74.25
Trackman Logitech 1 45 45 4.50
Dongle 1 20 20 2.00
Sound Card AWE 64 1 38 38 30.40
CD Rom 52x 1 21 21 16.80
----- --------
TOTAL
VALUE 4,409 1,547.51
===== ========
36
DEPARTMENT: APPLICATIONS ENGINEERS APPLICATIONS MISC. AUGUST-2001
Worksheet List
ASSET TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANTITY COST VALUE SALE PRICE
------- ---- ----------- --------- -------- ---- ----- ----------
CD WRITER:
Xxx 0 00 00 0.00
Xxxxxxx 200Mhz 1 270 270 27.00
64Mb Xxxxx 1 400 400 40.00
8Gb HDD 1 89 89 71.20
1.44FDD 1 19 19 1.90
Diamond Stealth VGA 1 101 101 10.10
Network Card 1 38 38 3.80
Hitachi 15 MVX 1 348 348 34.80
Keyboard 1 49 49 4.90
Mouse 1 45 45 4.50
CDROM 36XE 1 36 36 17.40
HP Surestore CD Writer 1 218 218 105.37
------ ------
1,652 324.87
====== ======
Kaiserstands 2 40.00
------
Pulnix Camera + zoom lens 6-12mm 1 100.00
======
140.00
------ ------
SHEET
TOTAL 1,652 464.87
====== ======
37
FIXED ASSETS BY EMPLOYEE X.XXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
LAPTOP DELL
Trackmen logitech 1 45 45 4.50
04-99 4.3 Gb HDD for Lap Top 1 96 96 54.40
New PC ~ P3667 1 427 427 398.53
+ 17" Monitor 1 149 149 139.07
----- ------
TOTAL
VALUE 717 596.50
===== ======
38
FIXED ASSETS BY EMPLOYEE X.XXXXXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
DELL ISPERON LAP TOP FROM BL
----------------------------
Keyboard Cherry Click 876923 1 45 45 4.50
Trackmen Logitech lt513cos416 1 45 45 4.50
6" monitor for on site
testing 1 259 259 25.90
HDD 4.3Gb 1 89 89 50.43
----- -----
TOTAL
VALUE 438 85.33
===== =====
39
FIXED ASSETS BY EMPLOYEE SERVICE DEPT. MISC. AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
CKS BOX (A758-00 46120)
-----------------------
04-99 Cable 2 Camera PC Vision X/X 0 00 00 00.00
00-00 XXX XXX Rage 2 4Mb 1 50 50 40.00
MISC
----
Camera Pulnix 7 349 2,443 1,384.37
Lens 6 40 240 136.00
Logitech Trackball 2 45 90 51.00
PC Booksiz PC with CDROM 1 461 461 391.85
Keyboard cherry 1 49 49 4.90
CKS Box Large A758-00 46120 500.00
CKS Box Small 500.00
Monitor 15 mvx 3 348 1,044 104.40
Monitor 14mvx 1 348 348 34.80
Monitor NEC 1 348 348 34.80
Monitor Sony 1 348 348 34.80
Monitor Hitachi 9" 1 259 259 25.90
Keyboard cherry 3 49 147 14.70
Mouse 1 45 45 4.50
Trackball 1 45 45 4.50
Kaiserstand 1 220 220 22.00
Framegrabber ITI 1 647 647 506.82
Framegrabber Daughter Card 1 559 559 446.88
----- --------
GRAND
TOTAL 7,426 4,289.25
===== ========
40
FIXED ASSETS BY EMPLOYEE A MUCHA AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Box In house 1 39 39 3.90
Monitor CTX 1 355 355 35.50
Keyboard Cherry 1 45 45 4.50
Mouse A4 TechTrak 1 45 45 4.50
Motherboard Apollo Pro 1 49 49 39.20
PII350 1 127 127 101.60
64Mb DIMMS 1 69 69 55.20
ATI 8Mb All In Wonder 1 69 69 55.20
Network Card 1 88 88 8.80
HDD 10Gb 1 89 89 71.20
HDD 2.5Gb 1 69 69 55.20
teac fdl35hf 1 20 20 2.00
Compressor 1 300 300 30.00
Ledu Lamp 1 97 97 9.70
Pillar Drill 1 150 150 15.00
Programmer From DR 1 500 500 50.00
52x CDROM 1 23 23 18.40
Camera Sony 3CCD 1 1,920 1,920 960.00
Camera Pulnix 1 340 340 34.00
Lens Misc. 4 50 200 20.00
------ --------
TOTAL
VALUE 4,594 1,573.90
====== ========
41
FIXED ASSETS BY EMPLOYEE X.XXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Box 1 39 39 3.90
Motherbrd 1 49 49 39.20
Processor PIII 600 1 129 129 103.20
HDD 7Gb 1 80 80 65.33
HDD 8Gb 1 80 80 38.67
DIMMS 64Mb 1 43 43 34.07
Floppy 1 20 20 2.00
Graphics ATI 3D Rage 1 69 69 55.20
Network Card 1 88 88 8.80
XXXXX 0 00 00 00.00
Xxxxxx Xxxxxx XX0 XX 5 340 1,700 170.00
Camera Pulnix 565 1 360 360 36.00
Camera Pulnix 460 1 360 360 36.00
Camera JAI Progressive Scan 1 1,920 1,920 1,088.00
Camera Sony 3CCD 2 1,920 3,840 1,920.00
Lenses 50mm/25mm/75mm 2 50 100 10.00
Cable checker 1 600 600 60.00
JVC TM 000 XXX monitor 1 555 555 55.50
Printer Star sp300 printer 1 175 175 17.50
Keyboards 4 49 196 19.60
Trackmen Logitech 4 45 180 18.00
Mouse 3 45 135 13.50
Monitor Hitachi 14mvx 1 348 348 34.80
Monitor NEC Multisync 2 325 650 65.00
Monitor 15 mvx monitor 3 348 1,044 104.40
Monitor Hitachi mono composite input 2 211 422 42.20
HDD Various 15 89 1,335 667.50
Optical Head with TM6EX + Lens 2 1,390 2,780 278.00
Jul-98 CDROM External 1 50 50 21.67
Jul-98 Memory 64mb RAM - DIMM - 100mhz 3 50 150 65.00
Network Cards 7 88 616 61.60
I/O Boards 4 383 1,532 766.00
ITI Framegrabber Boards 6 647 3,882 1,941.00
Sonix ISDN Plus 1 100 100 10.00
Feb-00 Toolkit BIOS Board 1 249 249 182.60
Graphics ATI cards 3 41 123 90.20
PLEXWRITER: Xxx 0 00 00 00.00
Xxxxxxxxxxx 0 00 00 39.20
P3 350 1 125 125 100.00
DIMMS 64Mb 1 69 69 55.36
Graphics All In Wonder - ATI 1 49 49 39.20
HDD 1 63 63 50.40
CDROM 1 25 25 20.00
42
10A Plextor CD Burner 1 179 179 155.13
Tower - empty 40.00
2 PC's 400.00
--------- --------
TOTAL
VALUE 24,624.79 9,077.33
========= ========
43
FIXED ASSETS BY EMPLOYEE X.XXXX (2) AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
TEST BOX 1 NOW IN COMMON ROOM:
Case PCP ATX 1 55 55 20.17
Mthbrd Gig 1 150 150 120.00
Processor PII 266Mhz 1 125 125 45.83
VGA ATI AGP 1 60 60 22.00
Dimm 128Mb 1 150 150 105.00
HDD 1.6Gb 1 79 79 28.97
Drive Floppy 1 19 19 6.97
CD ROM 24X 1 39 39 14.30
Network Card 1 19 19 6.97
-------- --------
696 370.20
======== ========
TEST XXX 0
Xxxx XXX XXX 0 00 00 20.17
Mthbrd Super Micro 1 199 199 72.97
Processor P II 350Mhz 1 267 267 97.90
Graphics Xxxxxxx Xxxxxx 0Xx 0 00 00 25.30
Dimm 64Mb 1 150 150 55.00
Drive Floppy 1 19 19 6.97
I/O Card 1 89 89 32.63
CD ROM 48X 1 39 39 14.30
-------- --------
887 325.23
======== ========
TEST XXX 0
Xxxx XXX XXX 0 00 00 20.17
Mthbrd Gig 1 89 89 71.20
Processor Socket 370 800Mhz 1 159 159 127.20
Dimm 64mb 2 69 138 50.60
Drive Floppy 1 19 19 6.97
HDD 8Gb 1 99 99 36.30
CD ROM 24X 1 39 39 14.30
PC Vision 1 383 383 140.43
-------- --------
981 467.17
======== ========
BOX 3 - WITH XXXXXX
Xxxx PCP ATX 1 55 55 44.00
Mthbrd Xxxx Xxxxx Dual 1 99 99 79.20
Processor PIII 800 2 159 318 254.40
Graphics ATI Rage 128 1 99 99 79.20
Dimm 64mb 1 69 69 55.20
Drive Floppy 1 19 19 15.20
HDD 8Gb 1 99 99 79.20
-------- --------
758 606.40
======== ========
44
-------- --------
TOTAL
VALUE 3,322.00 1,769.00
======== ========
45
FIXED ASSETS BY EMPLOYEE X.XXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Monitor Targa 17" 1 80.00
Keyboard Cherry 1 49 49 4.90
Motherboard PII 266 1 188 188 150.15
DIMMS 64Mb 2 69 138 110.72
HDD 2.6Gb 1 69 69 55.20
HDD 500Mb 1 120 120 12.00
VGA ATI Rage 128 1 99 99 79.20
Network Card 1 88 88 8.80
Floppy 1 20 20 2.00
pc case 1 39 39 3.90
----- ---------
TOTAL
VALUE 810 506.87
===== =========
46
FIXED ASSETS BY EMPLOYEE XXXXX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
Monitor IBM 17" 40.00
Keyboard Cherry 1 45 45 27.00
Trackmen Logitech 1 30 30 18.00
Motherboard PII 266 1 357 357 214.20
16mb ram 4 100 400 240.00
Video Xxxxxxx Xxxxxxx 0Xx 0 00 00 18.00
Network Card 1 88 88 52.80
4Gb HDD 1 100 100 80.00
teal fdl35hf 1 20 20 12.00
pc case 1 39 39 23.40
----- ----------
TOTAL
VALUE 1,109 725.40
===== ==========
47
FIXED ASSETS BY EMPLOYEE INTERNET BOX AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
INTERNET BOX
Box 1 39 39 3.90
Monitor 15mvx 1 348 348 34.80
Keyboard cherry 1 45 45 4.50
Mouse 1 45 45 4.50
Motherboard 600 PIII 1 250 250 204.17
128mb xxxxx 1 400 400 40.00
Graphics ATI 8Mb AGP All in Wonder 1 69 69 55.20
Hard Disks 17Gb HDD 1 100 100 80.00
3Gb HDD 1 100 100 10.00
CDROM 52x 1 23 23 18.40
fd 235hf teac 1 20 20 2.00
Network card 1 88 88 8.80
1-Jul Scanner Epson 1200s 1 173 173 141.28
----- ----------
TOTAL
VALUE 1,700 607.54
===== ==========
48
FIXED ASSETS NETWORK AUGUST-2001
Worksheet List
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
I.V PRIMARY SERVER: (In Cupboard)
Tower Unit 1 60 60 16
PII 233Mhz 1 350 350 93
128mb memory 1 256 256 68
UPS Power Source - Smart
UPS 600 1 200 200 20
----- --------
866 198
===== ========
I.V. REMOTE:
Tower Case 1 60 60 6
CD ROM Drive 1 100 100 10
Pentium Pro Mthbrd - 200Mhz 1 380 380 38
128Mb Memory 1 1,200 1,200 120
US Robotics Modem Board 1 100 100 10
D Stealth VGA Card 1 101 101 10
1.6 Gb HD 1 150 150 15
Jun-99 HDD 10Gb IBM Deckstar 2 99 198 122
----- --------
2,289 331
===== ========
IV SECONDARY:
Box 1 60 60 6
Seattle Motherboard +
processor 1 250 250 25
128Mb Dimms Memory 1 250 250 25
Jan-99 HDD Maxtor Xxxx 17.2Gb 1 221 221 114
HDD 12Gb 1 135 135 70
HDD 5.3Gb 1 89 89 46
Floppy Drive 1 20 20 6
CD ROM Drive 4X 1 100 100 10
28.8k Modem boards 4 100 400 40
Diamond Stealth 2001 1 893 893 89
Tornado Modem 1 120 120 12
Tempest Modem 1 80 80 8
Network Card 1 88 88 9
Multi-Modem 28.8k 1 80 80 8
----- --------
2,786 468
===== ========
FAX SERVER:
24 Port Link Switch 1 200 200 20
Black Box Monitor/Keyboard
Switch 1 200 200 20
Linkbuilder FMS II Hub 1 100 100 10
Xyplex 3000 Router 1 250 250 25
BT ISDN Connection 1 100 100 10
----- --------
850 85
===== ========
49
FIXED ASSETS NETWORK (CONT'D) AUGUST-2001
------------ ---------------- -----------
Worksheet List
--------------
ASSET UNIT TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANT. VALUE VALUE SALE PRICE
------ ---- ----------- --------- ------ ----- ----- ----------
I.V. NOTES SERVER:
Tower Box 1 60 60 19
Pegasus Mthbd 1 353 353 112
Pentium II Processor 1 360 360 114
Floppy Drive 1 20 20 6
Panasonic CD ROM 1 38 38 12
SMC Network Card 1 88 88 28
4.3Gb HD 2 167 334 106
64 Mb Memory 2 238 476 151
VGA Card Dell 1 80 80 25
Lotus Notes Installation 1 3,000 3,000 1,000
US Robotics Sportster Modem 28 1 127 127 13
-------- ------
4,936 1,586
======== ======
NEW SERVER:
Nov-00 ATX Server Case 1 240 240.00 212
Aug-00 Motherboard 1 342 342.00 285
Aug-00 PIII 800 Processor 1 159 159.00 133
Nov-00 DIMMS - 64Mb 3 69 207.60 183
Aug-00 ATI All In Wonder 1 105 105.00 88
Nov-00 Raid Controller Board 1 459 459.00 000
Xxx-00 Xxxxxxx Xxxxx 18.2Gb SCSI Drive 5 279 1,395.00 1,232
Nov-00 HDD Rack for SCSI Drives 4 45 179.24 158
Nov-00 HDD 10Gb 1 69 69.00 61
Nov-00 52x CDROM 1 14 14.00 00
Xxx-00 Xxxxxxx Xxxxxxxxx 00/00 Xx 1 610 609.99 539
Nov-00 Backup V8 Accelerator 1 288 287.95 254
Nov-00 3 COM Network Boar 1 79 79.00 70
-------- ------
4,147 3,633
======== ======
TOTAL
VALUE 15,874 6,300
======== ======
50
INTEGRAL VISION UK COMPUTER EQUIPMENT (0060) AUGUST-2001
------------------ ----------------------------------- -----------
Worksheet List
------------------
MONTHS
DEP
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST SALE PRICE
------ ----------- --------- ------ --------- --------
July 96 QMS Laser printer BITS 60 1,925.00 100.00
Nov 98 Stylus Colour 740-1440 Ink Jet CHS 33 167.00 75.15
Apr-00 Seikosha CDP-2000 CD printer Micro Peripherals 15 257.00 192.75
Jan 96 Six portables - ONE OF THESE Dell computers 60 17,256.01 200.00
Jul 99 Dell Lap Tops - PR & AH Dell computers 25 3,650.00 2,129.17
Aug-99 Modems & PCMICA's for LapTops Stock Issues 24 104.00 62.40
Aug-00 FujiFilm FP-1400 Digital Camera From Stores 10 245.00 204.17
--------- ------
TOTALS AS AT AUGUST-2001 23,604.01 2,963.63
========= ========
51
INTEGRAL VISION UK UPSTAIRS DEMO AREA AUGUST-2001
------------------ ------------------ -----------
Worksheet List
--------------
UNIT TOTAL
ITEM DESCRIPTION QUANT. VALUE VALUE SALE PRICE
---- ----------- ------ ----- ----- ----------
MONITORS VM920 1 211 211.00 21.10
Electrohome Monitor 1440 1 403.75 403.75 40.38
IBM G70 1 70 70.00 49.00
21" Iiyama Vision master - From TW 1 1300 1,300.00 130.00
CAMERAS JAI Progressive Scan 1 742 742.00 618.33
LENSES 25mm lens 1 50 50.00
50mm lens 2 50 100.00 10.00
16mm Lens 1 40 40.00 4.00
12.5mm lens 1 50 50.00 5.00
8.5mm lens 1 35 35.00 3.50
18 - 108 lens 1 142 142.00 14.20
12.5 - 75 lens 200m 3 98 294.00 29.40
2x extender 2 35 70.00 7.00
4" telephoto 1 135 135.00 13.50
MISC: Rollerball 2 45 90.00 9.00
Mice 3 49 147.00 14.70
Keyboard 5 45 225.00 22.50
CDI light bba P 1 1500 1,500.00 150.00
A3 lightbox 1 140 140.00 14.00
Xxxxxx light source 1 250 250.00 25.00
Fostec light source 1 550 550.00 55.00
Xxxxxxx spot light 1 175 175.00 17.50
Kaiserstand (1 with W.E.) 2 211 422.00 42.20
Ledu lamp 1 97 97.00 9.70
Tripods 2 20 40.00 4.00
Alrad Power Supply 1 800 800.00 80.00
XYZ Stage - top missing 1 2307 2,307.00 230.70
PC Vision 1 75 75.00 7.50
ITI Cards 2 560 1,120.00 112.00
HDD: MISC 3 89 267.00 97.90
Magic Matrox Jumpstart Kit 116RO19606042 - In Production 1 4288 4,288.00 428.80
Teach Three Stepper Box 2-000469 - In Service Misc. 1 3134 3,134.00 313.40
Trigger Xxx 0 00.00
Xxxxx XXX 0 100.00
Motor Controller 1 500.00
Demo Cabinet Closed 1 400.00
Demo Cabinet Open 1 1,200.00
TEST BOX FROM B LORENZETTO: 19" Torch Box ~ 16mb VGA 1 1,523 1,523 1,218.40
52
PIII 650 2 150 300 240.00
DIMMS 1 69 69 55.36
PC Vision 1 1,125 1,125 900.00
Network Card 1 88 88 29.33
-------- --------
GRAND TOTAL 22,374.95 7,277.40
========= ========
53
FIXED ASSETS DEMO AREA DOWNSTAIRS
------------ --------------------
Worksheet List AUGUST-2001
-------------- -----------
ASSET TOTAL
NUMBER ITEM DESCRIPTION SERIAL NO QUANTITY COST VALUE SALE PRICE
------ ---- ----------- --------- -------- ---- ----- ----------
Brewery Box 116R019605039 1 2,000 2,000 200.00
IV00110 Xxxxxx Stand 1 220 220 22.00
Monitor Hitachi 15 MVX 1 348 348 34.80
PC Anywhere
Box with 52K Modem 1 400.00
Keyboard 1 10.00
Mouse 1 5.00
------- ----------
TOTAL
VALUE 2,568 671.80
======= =========
54
INTEGRAL VISION UK FIXTURES & FITTINGS (0040) AUGUST-2001
------------------ ------------------- ------------
(15% ie 6.67years ie 80 months)
Worksheet List
--------------
MONTHS DEP 117
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST SALE PRICE
-------- ----------- -------- ------- ---- ----------
Chairs & Tables 1,500.00
Filing Cabinets and Bookcases
- min of 15 500.00
Mar 95 Blinds Concord Blinds 76 263.05 13.15
Mar 95 Fire extinguishers MK Fire 76 635.00 31.75
Mar 95 Fire extinguishers MK Fire 76 140.64 7.03
Mar 95 13 bays rivetier Action 76 955.00 47.75
Mar 95 4 bays rivetier Action 76 300.00 15.00
April 95 Cable master Cablemaster 75 313.00 19.56
April 95 Telephone system Datasharp 75 10,198.30 637.39
Additional security
April 95 BSS 75 1,171.00 73.19
April 95 Telephone system Datasharp 75 2,097.02 131.06
April 95 3 bays rivetier Action 75 307.64 19.23
June 95 Shelves/fixing Rittal 73 1,166.84 102.10
Mar 96 Bike shed 64 511.71 102.34
May 96 Safe for stores Neat ideas 62 349.00 78.53
Oct 98 Video Recorder PH Credit Card 32 99.99 59.99
Feb-00 Cisco Router/Site Survey K& B Computers 17 2,180.00 1,716.75
Mar-00 2 Chairs + 1 Table (Reception) Inter County 16 363.00 290.40
Mar-00 1 Table Inter County 16 85.00 68.00
Aug-00 Voice Mail System Anglia Telecom 11 3,095.00 2,669.44
Aug-00 Franking Machine - SMILE Ascom Xxxxxx 11 699.00 602.89
Sep-00 Instapak Quick Bag Warmer MacFarlane 10 299.00 261.63
Sep-00 Cupboards/Filing Cabinets Pedder & Xxxxxxx 10 504.97 441.85
--------- --------
TOTAL AS AT AUGUST-2001 25,471.11 9,389.03
========= ========
55
INTEGRAL VISION UK LEASEHOLD IMPROVEMENTS (0110) AUGUST-2001
------------------ ---------------------- ------ -----------
(33% ie 3 years ie 36 months)
Worksheet List
--------------
MONTHS
DEP 10
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST DEP SALE PRICE
-------- ----------- -------- ------- ---- ----
Sign at Front of
Sep-00 Building Denmark Signs 10 1,725.00 1,725.00 0.00
-------- -------- ----
1,725.00 1,725.00 0.00
TOTAL AS AT AUGUST-2001 ======== ======== =====
56
INTEGRAL VISION UK CAPITAL SOFTWARE - 0500 AUGUST-2001
------------------ ----------------------- -----------
Worksheet List (Five years ie 60 months)
--------------
MONTHS DEP 75
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST SALE PRICE
-------- ----------- -------- ------- ---- -----------
Feb 95 Microsoft mail license/install. Net connect 60 1,071.00 0.00
April 95 Adept scientific 60 793.85 0.00
May 95 TG Cad Greymatter 60 1,080.00 0.00
May 95 AutoCAD Xxxxxxxx xxxxx 60 1,490.00 0.00
June 95 PVCS Tracker for windows Intersolv 60 708.00 0.00
July 95 Businessmaster Barclays 60 575.00 0.00
July 95 User licenses for Word & Excel Global microsystems 60 5,132.58 0.00
Aug 95 'May cash expenses' 60 524.55 0.00
Aug 95 Framemaker for windows Mekon 60 550.00 0.00
Aug 95 NW NFS v 2.1 Azlan 60 1,255.00 0.00
Sept 95 NW Net UG any 100 user CHS 60 1,390.00 0.00
Sept 95 NW Net NFS CHS 60 1,596.00 0.00
Nov 95 Node LAN for windows PR Aug cc 60 447.95 0.00
Feb 96 Q Pulse 3 user network Adept sxientific 60 759.00 0.00
Mar 96 Connect 2 gateway Net connect 60 1,265.00 0.00
July 96 Virus software S & S 58 2,184.00 72.80
Aug 96 Windows licenses (55) CHS 57 3,542.00 177.10
Aug 96 Windows NT upgrades (5) Global 57 1,040.00 52.00
Aug 96 Visual C++ upgrades/subscriptions Global 57 6,063.00 303.15
Aug 96 MS DOS tools CHS 57 742.00 37.10
Sept 96 Windows NT license CHS 56 710.00 47.33
Sept 96 Windows NT license CHS 56 710.00 47.33
Sept 96 MS DOS tools CHS 56 106.00 7.07
Sept 96 MS DOS tools CHS 56 106.00 7.07
V Basic CD ROM CHS 45 823.70 205.93
Xx Xxxxxxx'x 45 598.00 149.50
Feb-98 Licenses CHS 41 699.50 221.51
Feb-98 Licenses CHS 41 1,264.00 400.27
Feb-98 OEM NT V4 CHS 41 1,330.00 421.17
Feb-98 Licenses CHS 41 1,675.97 530.72
Feb-98 Visual C++ Pro 5.0 CHS 41 163.60 51.81
Feb-98 Proteus 4 level 3 Labcenter 41 1,329.00 420.85
Feb-98 Windows Graphics Astound 2.1 V4 Software Warehouse 41 145.85 46.19
Feb-98 Company A/c's Windows upgrade Sage 41 54.00 17.10
Feb-98 Notes Domino Server V4.6 Trilogy Computers 41 3,066.00 970.90
Jun-98 Act Licenses for Lotus Notes *10 Trilogy Computers 35 1,560.00 650.00
Sep-98 Mathcad 8.0 Professional Upgrade Adept Scientific 33 159.00 71.55
Oct-98 Vstudio Ent Edition 6.0 Licenses CHS 33 4,251.25 1,913.06
Nov-98 Vstudio Ent Edition 6.0 CD CHS 32 1,005.00 469.00
Nov-98 Visual Basic 5.0 Forefront 32 775.00 361.67
57
INTEGRAL VISION UK CAPITAL SOFTWARE - 0500 (CONT'D) AUGUST-2001
------------------ ---------------------------------- -----------
Worksheet List (Five years ie 60 months)
--------------
MONTHS DEP 75
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST SALE PRICE
-------- ----------- -------- ------- ---- -----------
Jan-99 Paint Shop Pro 5 licenses 29 443.17 228.97
Feb-99 Robohelp HMTL 7.0 System Science 28 304.00 162.13
Jan-99 Xx. Xxxxxxxx AV License 20 User SMC 29 861.00 444.85
Feb-99 Diskeeper - 10 Users MISCO 28 277.95 148.24
Mar-99 Winzip v7 - 20 Users User Interface 28 335.00 178.67
Mar-99 MS Windows NT Workstation - 10 WCS Power PC 28 598.00 318.93
Feb-00 AutoCAD - T.W. Cadline 17 855.99 613.46
Mar-00 Internet Dreamweaver V3 Software Warehouse 16 228.99 167.93
Apr-00 Mathcad 2000/Image Processing Adept Scientific 15 700.00 525.00
Aug-00 NT/Win98/Office97 License CA International 11 444.00 362.60
Nov-00 Proteus PCB
Labcenter Upgrade 8 390.00 338.00
Oct-00 Made to Manage 4Front Consulting 9 8,625.00 7,331.25
Made to Manage - Training for
5 People - still to be agreed 3,750.00
--------- --------
TOTAL AS AT AUGUST-2001 66,803.90 22,222.19
========== ==========
58
INTEGRAL VISION UK TOOLING & EXHIBITION AUGUST-2001
------------------ -------------------- -----------
(20% ie 5 years ie 60 months)
Worksheet List
--------------
MONTHS DEP 99
ACQUIRED DESCRIPTION SUPPLIER TO DATE COST SALE PRICE
-------- ----------- -------- ------- ---- -----------
TOOLING EQUIPMENT (0070)
-----------------
Xxxx Xxxxx'x and Xxxx Xxxxxxxx'x 500.00
Xxxx Xxxxx'x 500.00
Will Xxxxxxx'x & Nasir's 500.00
-------- --------
TOTAL TOOLING 0.00 1,500.00
========= ========
EXHIBITION EQUIPMENT (0100)
--------------------
Jan 99 Xxxxxxxx Xxxxxx SV10 Projector Xx Xxxxxxxxxxx 00 3,179.00 1,642.48
Mar-00 Coffee Machine Xxxx Xxxxx Expenses 16 247.85 181.76
All Other Exhibition Equipment 900.00
-------- --------
TOTAL EXHIB. EQUIP 3,426.85 2,724.24
========= ========
59
SCHEDULE 1.K.(1) - CUSTOMER ORDERS
(See page 3 for discussion)
(1) Customer Orders to be transferred
CUSTOMER ORDER # IV ORDER # UNIT PRICE QTY TOTAL PRICE
---------------- ---------- ---------- --- -----------
601570 Xxxxxxxx 107 BPS 1,900 1 BPS 1,900
12248/1021 Dimaco 98 Euro 10,562 1 Euro 10,562
Xxxxxxxx may be shipped and final invoiced by Closing
(2) Buyer's Orders that are not being transferred, but are subject to the
Manufacturing Agreement between Buyer and Seller
DIMACO ORDER # IV ORDER # UNIT PRICE QTY TOTAL PRICE
-------------- ---------- ---------- --- -----------
12014/1015 1004 Euro 10,665 3 Euro 31,995
12037/1016 1022 Euro 8,175 2 Euro 16,350
12139/SOPR 1107 Euro 7,700 16 Euro 123,200
60
SCHEDULE 1.K(2) - PURCHASE ORDERS
(See page 3 for discussion)
SUPPLIER PURCHASE ORDER VALUE IN L
-------- NUMBER
Actebis 0067 1,063.50
FirstSight Vision 0066 3,839.00
FirstSight Vision 0062 7,685.00
FirstSight Vision 0027 14,280.00
61
SCHEDULE 4.C - ALLOCATION OF PURCHASE PRICE
(see page 5 for discussion)
To be provided by Buyer and approved by Seller
62
SCHEDULE 6.A - NON-COMPETITION AGREEMENT
(See page 5 for discussion)
NON-COMPETITION AGREEMENT
Agreement made this 24th day of August, 2001 by and between n.v. DIMACO
s.a., a Belgium corporation of Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx,
5032 Isnes, Belgium ("Buyer"), Integral Vision, Inc., a Michigan corporation of
00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Parent"), Integral
Vision Ltd., an English corporation of Xxxx 0/0 Xxxxxxx Xxxx, Xxxxxx Rd,
Industrial Estate, Kempston, Bedford MK42 7PW, a wholly owned subsidiary of
Parent ("Subsidiary") ("Parent" and "Subsidiary" sometimes collectively referred
to as "Seller")(Seller herein called "Restricted Party").
Recitals
WHEREAS, Buyer has purchased certain assets of the Seller associated with
its business of developing and manufacturing a certain Full Bottle Inspection
System, a certain Code and Label Inspection System, a certain Keg Inspection
System, a certain System for Tobacco Instrumentation, a certain Inspection
System for Web Based Print Quality and Solar a Cell Inspection System (the
"Business") pursuant to an Asset Purchase Agreement dated August 24, 2001
("Purchase Agreement");
THEREFORE, for good and valuable consideration as hereinafter set forth,
it is agreed as follows:
1. Covenant Not to Compete. For a period of five (5) years from the
date of this agreement the Restricted Party will not separately or
in association with others, establish, engage in or become
interested, directly or indirectly, as owner, partner, shareholder,
consultant or advisor or otherwise in the development and
manufacture of a Full Bottle Inspection System, except Restricted
Party may own stock in publicly held companies so long as the
Restricted Party own less than 5%. The Full Bottle Inspection System
shall mean the Intelicheck system developed only to inspect clear
PET bottles at the end of a filling line, and which performs all of
the following checks: label identification (i.e., is it the correct
label), label placement, fill level, cap colour, cap position, cap
skew and tamper evident seal.
2. Consideration. The consideration for this Covenant Not to Compete
shall be included in the Purchase Price payable pursuant to the
Purchase Agreement.
3. Injunctive Relief. In the event the Restricted Party breaches the
covenant not to compete contained herein, the parties agree that
Buyer lacks an adequate remedy at law for breach by the Restricted
Party of the provisions of this Agreement and the Buyer shall be
entitled to obtain, in addition to any other remedies to which it
may be entitled at law or in equity, injunctive relief (including
temporary and preliminary injunctive relief) against the breaching
party enjoining or restraining such party from continuing such
breach.
63
Nothing herein contained shall be construed as prohibiting Buyer
from pursuing or obtaining any other or additional remedies
available at law or in equity for such breach against any or all of
the Restricted Party in any court of competent jurisdiction, and
Buyer shall have such additional relief, including but not limited
to money damages, as the court may deem appropriate. All remedies
shall be cumulative and not exclusive.
The parties have executed this agreement on the date written above.
RESTRICTED PARTY: BUYER:
Integral Vision, Inc. n.v. DIMACO s.a.
--------------------------------- ------------------------------------
By: Xxxxxxx X. Xxxxx By:
Its: Chairman Its:
Integral Vision Ltd
---------------------------------
By: Xxxxxxx X. Xxxxx
Its: Director
64
SCHEDULE 6.C - ASSIGNMENT OF LEASE
(See page 6 for discussion)
ASSIGNMENT OF UNDERLEASE
AND CONSENT OF THE LANDLORDS
The undersigned, INTEGRAL VISION LTD, an English corporation of 00
Xxxxxxx Xxxx, Xxxxxx Road Industrial Estate, Kempston, Bedford MK42 7PW
("Assignor") does hereby assign, transfer and convey to n.v. DIMACO s.a., a
Belgium corporation of Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032
Isnes, Belgium ("Assignee"), for good and valuable consideration, receipt of
which is acknowledged, all of its right, title and interest in and to that
certain Underlease dated August 18, 1995 between Assignor as Tenant and Sapreco
(UK) Limited of 00 Xx. Xxxxxx Xxxxxx, Xxxxxxx XX0 0XX as "Landlord", relative to
Xxxxx 0 xxx 0, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx ("Underlease"),
including any security deposit. The current rent is _________ per annum.
Assignor warrants that the Underlease as to Units 8 and 9 is not in default and
all rent and invoiced obligations of Landlord and Tenant for Units 8 and 9 are
current. Uninvoiced obligations of Assignor (Tenant) for Units 8 and 9 will be
prorated between Assignor and Assignee. Landlords do hereby release Assignor
from all obligations of the Underlease for Units 8 and 9 arising from and after
the date hereof. Tenant's rights to full performance of all the terms,
conditions, and covenants of the Underlease for Units 8 and 9 remain in effect
regardless of this Assignment.
Assignee shall abide by the same provisions as set forth in the
Underlease as to Unit Units 8 and 9. The signatures of Landlords below shall
attest to their consent to this Assignment and acceptance of Assignee as the
Tenant for Units 8 and 9, notwithstanding any prior prohibition against
assignment in the Underlease or Superior Lease.
IN WITNESS WHEREOF, the undersigned have executed this Assignment on this
____ day of________, 2001.
Approved and Agreed:
Landlord (Underlease):
Sapreco (UK) Limited Integral Vision Ltd
--------------------------------- ------------------------------------
By: By: Xxxxxxx X. Xxxxx
------------------------------ Its: Director
Its:
------------------------------
Landlord (Superior Lease): Assignee:
Xxxxxxxx Enterprises Limited n.v. Dimaco s.a.
------------------------------ ---------------------------------
By: By:
------------------------------ ---------------------------------
Its: Its:
------------------------------ ---------------------------------
65
SCHEDULE 6.C-1 - SUBLEASE OF LEASE
(See page 6 for discussion)
SUBLEASE OF UNDERLEASE
The undersigned, INTEGRAL VISION LTD, an English corporation of 00
Xxxxxxx Xxxx, Xxxxxx Road Industrial Estate, Kempston, Bedford MK42 7PW
("Subleassor") does hereby Sublease, to n.v. DIMACO s.a., a Belgium corporation
of Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes, Belgium
("Subleasee"), for good and valuable consideration, receipt of which is
acknowledged, all of its right, title and interest in and to that certain
Underlease dated August 18, 1995 between Subleassor as Tenant and Sapreco (UK)
Limited of 00 Xx. Xxxxxx Xxxxxx, Xxxxxxx XX0 0XX as "Landlord", relative to Xxxx
0, Xxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx ("Underlease"), including any
security deposit. The current rent is _________ per annum. Subleassor warrants
that the Underlease as to Unit 8 is not in default and all rent and invoiced
obligations of Landlord and Tenant for Xxxx 0 are current.
Uninvoiced obligations of Subleassor (Tenant) for Unit 8 will be
prorated between Subleassor and Subleasee.
Subleasee shall abide by the same provisions as set forth in the
Underlease as to Unit 8.
IN WITNESS WHEREOF, the undersigned has executed this Assignment on this
24th day of August, 2001.
Approved and Agreed:
Integral Vision Ltd
------------------------------------
By: Xxxxxxx X. Xxxxx
Its: Director
n.v. Dimaco s.a.
By:
---------------------------------
Its:
---------------------------------
66
SCHEDULE 6.D - MANUFACTURING AGREEMENT
(See page 6 for discussion)
THIS MANUFACTURING AGREEMENT, dated as of August 24, 2001 (the
"Effective Date"), is made between Integral Vision, Inc., a Michigan corporation
("Integral Vision"), with offices at 00000 Xxxxx Xxxxx, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000-0000 and n.v. DIMACO s.a., a Belgium corporation ("Dimaco") of
Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes, Belgium and DIMACO
UK Ltd., a United Kingdom corporation (collectively "Dimaco").
RECITALS
A. Integral Vision is selling the Business in the United Kingdom to
n.v. Dimaco s.a. (the "Purchase") pursuant to the terms and conditions of an
Asset Purchase Agreement between n.v. Dimaco s.a. and Integral Vision dated
August 24, 2001 (the "Purchase Agreement").
B. Prior to the Purchase, Integral Vision provided certain
manufacturing services in the United Kingdom to support Integral Vision's
inspection systems for the optical disc industry including an Identification
Code Verification System, a Screen and Offset Printed Label Inspection System,
and an Optical Disc Orientation System (the "Optical Disc Business").
C. Integral Vision has three (3) pending orders in the Business which
are not being sold under the Purchase Agreement but which need to be
manufactured ("Pending Orders"). See Schedule 1.K.(1), sub (2), of the Purchase
Agreement.
D. Integral Vision desires and Dimaco is willing to provide certain
manufacturing services for Integral Vision's Optical Disc Business and for the
Pending Orders.
AGREEMENTS
1. Manufacturing Services Provided By Dimaco. Subject to the terms and
conditions provided herein, Dimaco shall provide Integral Vision with
Manufacturing Services (hereafter referred to as "Services" or
"Service") on an interim basis, consisting of the manufacture and
assembly of products for the Optical Vision Business and for Pending
Orders.
A. On receipt of a customer purchase order for either the Optical
Vision Business or Pending Orders, Integral Vision will
request Dimaco to manufacture the system ordered by the
customer.
B. Dimaco will work with Integral Vision's sales agent in order
to define the system that has been ordered.
C. Dimaco will then take full responsibility for procurement,
building, testing and shipping of the equipment according to
the time scales agreed upon by the parties hereto at the time
of order confirmation. Installation and commissioning of
orders
67
in the Optical Disc Business will be the responsibility of
Integral Vision and for the Pending Orders will be the
responsibility of Dimaco.
D. Integral Vision may request Services that it desires for
Dimaco to perform within commercially reasonable time prior to
the performance of such Services. Upon request, Dimaco will
take those actions which it reasonably believes necessary to
perform the Services.
2. Fees and Additional Charges. Integral Vision agrees to pay for the
Services received hereunder as follows:
A. Payment for Manufacturing Services. For the manufacturing
services referenced in section 1, upon completion of the
order, Dimaco will invoice Integral Vision for the material,
at cost, plus a commission of 12.5% of the value of the
invoice to be billed to the customer for whom the order was
placed. Dimaco will xxxx Integral Vision for the Services on a
monthly basis and such amount shall be paid by Integral Vision
within 30 days of invoice.
B. Optical Disc Business. For the Optical Disc Business,
invoicing, collection of invoices and credit control will be
handled by Integral Vision.
C. Pending Orders. For the Pending Orders, after the
manufacturing is complete, Integral Vision will xxxx Dimaco at
the previously agreed price. This will be paid under strict
net 45 day terms. Dimaco is totally responsible for the
collection of invoices and credit control from its customers
for the Pending Orders.
D. Payment Option by Integral Vision. Under the terms of the
Purchase Agreement, Dimaco owes certain additional sums to
Integral Vision. Integral may offset any funds owed to Dimaco
under this manufacturing agreement against the sums still due
Integral Vision by Dimaco until such sums are paid in full.
3. Warranty. For all Manufacturing Services, Dimaco will warrant its
workmanship for up to one year from the time the services are
performed. In the event any product is determined to be defective due
to workmanship in Manufacturing Services, Dimaco will repair or replace
the product.
4. Term. This Agreement shall be effective on August 24, 2001 or such
other date as agreed upon by the parties ("Effective Date") and can be
terminated by either party upon thirty (30) days written notice.
5. Force Majeure. Neither party shall be liable to the other if such
party's fulfillment or performance of any terms or provisions of this
Agreement is delayed or prevented by revolution or other civil
disorders, wars, act of enemies, strikes, electrical equipment
availability failures, labor disputes, fires, floods, act of God,
federal, state, or municipal action, statute, ordinance or regulation,
or, without limiting the foregoing, any other causes not within its
reasonable control, and which by the exercise of reasonable
68
diligence it is unable to prevent, whether of the class of causes
hereinbefore enumerated or not.
6. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance
with the internal laws of the State of Michigan, without
regard to choice of law.
B. Limitations. Nothing in this Agreement is to be construed as
an assignment or grant of any right, title or interest in any
trademark, copyright, design or trade dress or patent right.
C. Parties in Interest. This Agreement may be assigned to a
parent or subsidiary of a party, or to a third party acquiring
substantially all of the assets of a party, provided that
prior to such assignment the other party has granted its
written consent to the assignment, and further provided that
neither party may unreasonably withhold its consent to a
request for assignment and by Dimaco to DIMACO UK Ltd. Except
as provided above, this Agreement may not be assigned to a
third party.
D. Entire Agreement. This Agreement is the entire agreement
between the parties in connection with the matters set forth
herein. This Agreement may only be amended in writing signed
by both parties.
E. Notices. All notices and communications required or permitted
under this Agreement shall be in writing and any communication
or delivery hereunder shall be deemed to have been duly made
if personally delivered, or if mailed by first class mail,
postage prepaid, or by air express service, with charges
prepaid and addressed as follows:
If to Integral Vision:
Integral Vision, Inc.
00000 Xxxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000-0000
Attn.: Xxxxxxx X. Xxxxx, Chairman of the Board
If to Dimaco:
n.v. Dimaco s.a.
Parc Scientifique Gembloux-Namur
30 Ph. Xxxxxxx, 5032
Isnes, Belgium
Either party may, by written notice so delivered to the other,
change the address to which future delivery shall be made.
69
F. No Reliance. No third party is entitled to rely on any of
the representations, warranties and agreements of the parties contained
in this Agreement. The parties assume no liability to any third party
because of any reliance on the representation, warranties and
agreements of the parties contained in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first written above.
Integral Vision, Inc.
By: ______________________________
Xxxxxxx X. Xxxxx, Chairman of the Board
n.v. DIMACO s.a.
By:
---------------------------------
Its:
---------------------------------
DIMACO UK Ltd.
By:
---------------------------------
Its:
---------------------------------
70
SCHEDULE 12.C.(1) - REQUIRED APPROVALS
(See page 10 for discussion)
Approval by Board of Directors
71
SCHEDULE 12.D - FINANCIAL STATEMENTS
(See page 11 for discussion)
See Attached
72
SCHEDULE 12.F - DISCLOSURE OF CHANGES IN CONDUCT OF BUSINESS
(See page 11 for discussion)
NONE
73
SCHEDULE 12.H - ADDITIONAL CONTRACTS
(See page 12 for discussion)
Lex Vehicle Partners Seat Xxxx (auto) BPS 457.60 per month
--------------------------------------------------------------------------------
JSR Equipment Leasing 2 water coolers BPS 32.50 per month
--------------------------------------------------------------------------------
Xerox Finance Photocopy/Fax BPS 157.33 per month
--------------------------------------------------------------------------------
74
SCHEDULE 12.I - LIST OF PROPERTY USED BUT NOT OWNED
(See page 12 for discussion)
On Schedule 12.Q, see "Intellectual Property Not Owned by Seller"
75
SCHEDULE 12.L - CLAIMS OR DISPUTES
(See page 13 for discussion)
Seller owes certain payments to the U.K. National Insurance system for
periods when some of Seller's employees who were U.K. citizens were employed in
the United States. Seller acknowledges that Buyer is not assuming these
liabilities, and Seller will indemnify Buyer against any expense or liability
arising from these matters.
76
SCHEDULE 12.O - PROGRESS PAYMENTS
(See page 13 for discussion)
NONE
77
SCHEDULE 12.Q - INTELLECTUAL PROPERTY
(See page 14 for discussion)
(1) SEE ALSO SCHEDULE 1.H
(2) INTELLECTUAL PROPERTY OWNED BY SELLER
Application Codes for the Full Bottle Inspection System, the Code and
Label Inspection System, the Keg Inspection System, the System for Tobacco
Instrumentation, an Inspection System for Web Based Print Quality, and a Solar
Cell Inspection System.
(3) ADDITIONAL INTELLECTUAL PROPERTY OWNED BY SELLER
Inventions, discoveries, improvements, designs, prototypes, trade
secrets, manufacturing and engineering drawings, process sheets, specifications,
bills of material, formulae and secret and confidential processes, know-how,
technology, and other industrial property (whether patentable or unpatentable)
used exclusively in the Business, including bills of material, assembly drawing,
mechanical drawing, application software, and wiring diagrams for products.
See Exhibit 12.Q-A for Assignment of Intellectual Property
(4) INTELLECTUAL PROPERTY NOT OWNED BY SELLER
Certain Intellectual Property, including but not limited to the
following, is not transferable by Seller:
NT 4.0
PcAnywhere
Intel IPL (Image Processing Library which is public domain)
CVB Image Manager
CVB Minos
POSSIBLE INFRINGEMENT CLAIMS
The Lemelson Foundation is the owner of numerous vision patents and
seems to take the position that anything dealing with machine vision infringes
on their patents. Although there is serious question about the validity of
Lemelson's patents, Lemelson has brought claims and
78
lawsuits, and has had some success, against end users of machine vision
products. According to Lemelson, any of these end-user's use of machine vision
products could be infringing on Lemelson's patents. There is currently major
litigation by certain machine vision manufacturers attacking the validity of
Lemelson's patents. Seller makes no warranty nor shall Seller indemnify Buyer as
to any Lemelson claim or derivative action.
79
EXHIBIT 12.Q-A
ASSIGNMENT OF INTELLECTUAL PROPERTIES
THIS ASSIGNMENT OF INTELLECTUAL PROPERTIES, effective the 24th day of
August, 2001, is between Integral Vision, Inc., a Michigan corporation
("Assignor"), and n.v. DIMACO s.a., a Belgium corporation of Parc Scientifique
Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes, Belgium ("Assignee").
RECITALS
A. The Assignor and Assignee are parties to a certain Asset Purchase
Agreement dated August 24, 2001 ("Asset Purchase Agreement"). All
capitalized terms not otherwise defined in this Assignment shall
have the meanings set forth in the Asset Purchase Agreement.
B. The Assignor is the owner of all right, title and interest in and
to certain intellectual properties relating to developing and
manufacturing a Full Bottle Inspection System, a Code and Label
Inspection System, a Keg Inspection System, a System for Tobacco
Instrumentation, an Inspection System for Web Based Print Quality,
and a Solar Cell Inspection System ("Business").
C. The Assignor desires to assign all Assignor's right, title and
interest in these properties to the Assignee and the Assignee
desires to accept such assignment.
AGREEMENTS
In consideration of the recitals and mutual agreements which follow and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Assignee and the Assignor agree as follows:
1. Assignment of Application Codes. The Assignor assigns and contributes
to the Assignee, and the Assignee assumes, all Assignor's right, title and
interest worldwide in and to the application codes listed in Schedule A attached
hereto.
2. Assignment of Trade Secrets. The Assignor assigns and contributes to
the Assignee, and the Assignee assumes, all of the Assignor's right, title and
interest worldwide in
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and to all trade secrets, unfiled patent or invention disclosures, confidential
information and know-how related solely to the Business.
3. Assignment of Accrued Enforcement Rights. The Assignor assigns and
contributes to the Assignee, and the Assignee assumes, any of Assignor's causes
of action for infringement of any of the intellectual properties specified in
Paragraphs 1 and 2 above that may have accrued prior to the execution date of
this Agreement.
4. Further Assurances. The Assignor shall provide the Assignee, its
successors, assigns or other legal representatives, cooperation and assistance
at the Assignee's reasonable request and expense (including the execution and
delivery of any and all affidavits, declarations, oaths, exhibits, assignments,
powers of attorney or other documentation as may be reasonably required): (1) in
the preparation and prosecution of any applications for patents or registration
of the intellectual property assigned pursuant to this Assignment; (2) in the
prosecution or defense of any interference, opposition, infringement or other
proceedings that may arise in connection with any of the intellectual property
assigned pursuant to this Assignment; and (3) in the implementation or
perfection of this Assignment. The Assignor agrees that it shall not assist or
encourage, through action or inaction, any challenge to the validity,
enforceability or ownership of the intellectual property assigned hereby.
5. Governing Law. This Agreement shall be governed by the laws of the
State of Michigan, without regards to any conflicts of laws provisions to the
contrary.
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IN WITNESS WHEREOF, we have hereunto set our hands and seal.
For ASSIGNOR, Integral Vision, Inc.:
By:
-------------------------------
Printed Name: Xxxxxxx X. Xxxxx
Title: Chairman of the Board and CEO
For ASSIGNEE, n.v. DIMACO s.a.
By:
-------------------------------
Printed Name:
Title:
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SCHEDULE A
Application Code for Full Bottle Inspection System
Application Code for Code and Label Inspection System
Application Code for Keg Inspection System
Application Code for System for Tobacco Instrumentation
Application Code for Inspection System for Web Based Print Quality
Application Code for Solar Cell Inspection System
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SCHEDULE 14 - EMPLOYEES
(See page 15 for discussion)
LIST OF EMPLOYEES AGREED TO BE EMPLOYED BY BUYER OR AFFILIATE
Xxxxx, Xxxxxxx
Xxxxxxx, Xxxx
Xxxxxxxx, Xxxx
Xxxxxxx, Xxxxxxxxx
Xxxx, Xxxxx
Xxxxxxx, Xxxxx
Xxxxx, Xxxxxx
Xxxxxxx, Xxxxx
Xxxxx, Xxxxxx
Xxxxxx, Xxx
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XXXX OF SALE
For good and valuable consideration, receipt of which is hereby
acknowledged, Integral Vision, Inc., a Michigan corporation, of 00000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000, and Integral Vision Ltd, an
English corporation, of Xxxx 0/0 Xxxxxxx Xxxx, Xxxxxx Rd., Industrial Estate,
Kempston Bedford MK42 7PW (hereinafter collectively, "Seller"), does hereby
sell, assign, transfer and deliver to n.v. DIMACO s.a., a Belgium corporation of
Parc Scientifique Gembloux-Namur, 30 Ph. Xxxxxxx, 5032 Isnes, Belgium
(hereinafter "Buyer"), all of its right, title and interest in and to the
following and does hereby warrant title to the same:
1. All Purchased Assets specifically segregated for Buyer's benefit, as
Purchased Assets and Business are defined in the Asset Purchase Agreement
between the parties dated August 24, 2001 ("Agreement") but excluding any
used in the Unrelated Business (as defined in the Agreement), and
excluding the Excluded Assets set forth in the Agreement.
2. All of its intellectual property, including but not limited to
inventions, discoveries, improvements, designs, prototypes, trade
secrets, manufacturing and engineering drawings, process sheets, know-how
and technology used in the Business but excluding any used in the
Unrelated Business.
3. Any and all purchase orders for products or supplies of Seller listed on
Schedule 1.K.(2) of the Agreement.
4. Any and all customer orders set forth on Schedule 1.K.(1) of the
Agreement, except the Buyer's orders listed on Schedule 1.K.(1) sub (2),
of the Agreement.
5. All records and lists that pertain directly or indirectly, in whole or
in part, to any one or more of the following: the Seller's customers,
suppliers, advertising, promotional material, sales, services,
delivery, internal organization, employees or operations used in the
Business but excluding any used in the Unrelated Business.
To have and to hold the same unto the Buyer, it successors and assigns,
forever, free, clear and discharged of all former grants, security interests,
taxes, judgments, mortgages, liens and encumbrances of whatever nature, pursuant
to the Agreement between the parties.
Attached hereto as Exhibit A is a list of Excluded Assets.
The undersigned has executed this instrument effective the 24th day of
August, 2001
SELLER:
Integral Vision, Inc. Integral Vision Ltd
------------------------- ------------------------------
Xxxxxxx X. Xxxxx, Chairman Xxxxxxx X. Xxxxx, Director
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Attachment A
"Excluded Assets"
Buyer is not purchasing the Excluded Assets. "Excluded Assets" shall include the
following:
1. All of Seller's books of account (although copies of such books and
records relating to the Business shall, on reasonable request made by
representatives of Buyer, be provided to Buyer);
2. Claims for refunds of federal and state income taxes, tax credits of any
kind;
3. Cash or cash equivalents;
4. Patents, software and Source Codes for such software as to which Buyer is
specifically granted only a license under the heading "Parent owned Tools
to be Licensed to Buyer" on Schedule 1.G of the Agreement; and
5. The name "Intelicheck" or "Integral Vision, Inc.", or "Integral Vision
Ltd," or any assumed names, trade names or variations thereof;
6. The WIP Inventory for the Buyer's orders, and such Buyer's orders, as
such Buyer's orders are listed on Schedule 1.K.(1), sub (2), to the
Agreement, and
7. The Unrelated Business.
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