EXHIBIT 99.13
INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "AGREEMENT") is
made and entered into as of February 12, 2003, by and between VERSO
TECHNOLOGIES, INC. ("GRANTOR") and CLARENT CORPORATION ("LENDER").
RECITALS
A. Concurrently herewith, Grantor and Lender are entering into a
Loan and Security Agreement (the "LOAN AGREEMENT"), pursuant to which Lender has
agreed to make available to Grantor certain loans (the "LOANS") on the terms and
conditions set forth therein.
B. The Loans are secured by all of Grantor's presently existing
and hereafter acquired or arising personal property, including, without
limitation, Grantor's intellectual property, but only to the extent that such
personal property falls within the meaning of "Assets," as such term is defined
in the Loan Agreement.
C. It is a condition precedent to effectiveness of the Loan
Agreement that Grantor enter into this Agreement for purposes of evidencing and
perfecting Lender's security interest in, to and against Grantor's intellectual
property.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Grantor and Lender hereby agree as follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Loan
Agreement.
2. GRANT OF SECURITY INTEREST. As collateral security for the
prompt and complete payment and performance of the Secured Obligations, Grantor
hereby grants and pledges to Lender a continuing security interest in and to
Grantor's entire right, title and interest in, to and under the following, but
only to the extent that such property falls within the definition of "Assets"
(collectively, the "INTELLECTUAL PROPERTY COLLATERAL"):
(A) Any and all Copyrights, including, without
limitation, those set forth on EXHIBIT A attached hereto and incorporated herein
by this reference;
(B) Any and all trade secrets;
(C) Any and all intellectual property rights in computer
software and computer software products;
(D) Any and all Patents, including, without limitation,
those set forth on EXHIBIT B attached hereto and incorporated herein by this
reference;
(E) Any and all Trademarks, and the entire goodwill of
the business of Grantor connected with and symbolized by all such Trademarks,
including, without limitation, those set forth on EXHIBIT C attached hereto and
incorporated herein by this reference;
(F) All other Intellectual Property not referenced above;
(G) Any and all claims for damages and rights to xxx on
account of past, present and future infringement of any of the rights included
above, with the right, but not the obligation, to xxx for and collect such
damages for said use or infringement of the intellectual property rights
identified above;
(H) All rights or remedies of Grantor under contracts
pursuant to which licenses or other rights to any Intellectual Property have
been granted to any other Person;
(I) All amendments, renewals and extensions of any of the
Intellectual Property; and
(J) All proceeds and products of the foregoing,
including, without limitation, all payments under any insurance, indemnity or
warranty payable in respect of any of the foregoing.
The security interest granted hereunder is granted in conjunction with
the security interests granted to Lender under the Loan Agreement. Each right,
power and remedy of Lender provided for herein, in the Loan Agreement, the
Purchase Agreement or the Secured Notes, and any other agreement executed in
connection herewith or therewith (the "LOAN DOCUMENTS"), or now or hereafter
existing at law or in equity, shall be cumulative and concurrent and shall be in
addition to every right, power or remedy provided for herein and therein. The
exercise by Lender of any one or more of such rights, powers or remedies shall
not preclude the simultaneous or later exercise by any Person, including Lender,
of any or all other rights, powers or remedies.
3. AUTHORIZATION AND REQUEST. Grantor authorizes and requests
that the Register of Copyrights and the Commissioner of Patents and Trademarks
record this Agreement and the security interest created hereby.
4. COVENANTS, REPRESENTATIONS AND WARRANTIES. Grantor represents,
warrants, covenants and agrees as follows:
(A) Performance of this Agreement does not conflict with
or result in a breach of any agreement to which Grantor is a party or by which
Grantor is bound, or require the consent or approval of any third party;
(B) Grantor shall promptly advise Lender of any material
changes in the composition of the Intellectual Property Collateral, including,
without limitation, any subsequent ownership right of Grantor in or to any
Intellectual Property not specified in this Agreement;
(C) Grantor shall: (i) protect, defend and maintain the
validity and enforceability of the Intellectual Property; (ii) use its best
efforts to detect infringements of the Intellectual Property and promptly advise
Lender in writing of material infringements detected; and (iii) not allow any of
its Intellectual Property to be abandoned, forfeited or dedicated to the public;
(D) This Agreement shall create in favor of Lender a
valid and perfected security interest in the Intellectual Property Collateral in
the United States upon making the filings referred to in SECTION 4(E) below,
junior only to the security interests granted by Grantor in connection with the
Senior Indebtedness;
(E) Except for, and upon, the filings with, as
applicable, (i) the United States Patent and Trademark Office, (ii) the Register
of Copyrights and (iii) the UCC Division of the applicable office of the
Secretary of State, and except as has been already made or obtained, no
authorization, approval or other action by, and no notice to or filing with, any
United States governmental authority or regulatory body is required for (1) the
grant by Grantor of the security interest granted hereby or for the perfection
of such
security interest; (2) the execution, delivery or performance of this Agreement
by Grantor; or (3) the exercise by Lender of its rights and remedies hereunder;
(F) All information heretofore, herein or hereafter
supplied to Lender by or on behalf of Grantor with respect to the Intellectual
Property Collateral is true, correct and complete in all material respects;
(G) Grantor shall not enter into any agreement that would
materially impair or conflict with Grantor's obligations hereunder. Grantor
shall not permit the inclusion in any material contract to which it becomes a
party of any provisions that could or might in any way prevent the creation of a
security interest in Grantor's rights and interests in any property included
within the definition of the Intellectual Property Collateral acquired under any
such contract; and
(H) Upon any officer of Grantor obtaining knowledge
thereof, Grantor will promptly notify Lender in writing of any event that
adversely affects the value of any Intellectual Property Collateral, the ability
of Grantor to dispose of any Intellectual Property Collateral or the rights and
remedies of Lender in relation thereto, including the levy of any legal process
against any of the Intellectual Property Collateral.
5. LENDER'S RIGHTS. Lender shall have the right, but not the
obligation, to take, at Grantor's sole expense, any actions that Grantor is
required under this Agreement to take but which Grantor fails to take. Grantor
shall reimburse and indemnify Lender for all costs and reasonable expenses
(including attorneys' fees) incurred in the exercise of its rights under this
SECTION 5.
6. INSPECTION RIGHTS. Grantor hereby grants to Lender and its
officers, employees and agents the right to visit, during reasonable hours, any
of Grantor's plants and facilities that manufacture, install or store products
(or that have done so during the prior six-month period) that are sold utilizing
any of the Intellectual Property Collateral, and to inspect the products and
quality control records relating thereto.
7. INDEMNITY. Grantor shall defend, indemnify and hold harmless
Lender and its officers, employees and agents against: (a) all obligations,
demands, claims and liabilities claimed or asserted by any other party in
connection with the transactions contemplated by this Agreement; and (b) all
losses or Lender Expenses in any way suffered, incurred or paid by Lender as a
result of or in any way arising out of, following, or consequential to
transactions between Lender and Grantor whether under this Agreement, or
otherwise (including reasonable attorneys' fees and expenses), except for losses
caused by Lender's willful misconduct or gross negligence.
8. REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Grantor for liquidation or reorganization, should Grantor become insolvent or
make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of Grantor's property and assets,
and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Secured Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by Grantor, whether as a "voidable
preference," "fraudulent conveyance," or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.
9. TERMINATION OF THIS AGREEMENT. Subject to SECTION 8 above,
this Agreement shall terminate upon the satisfaction in full of the Secured
Obligations.
10. AMENDMENTS. Except as otherwise provided herein, this
Agreement may be amended only by a written instrument signed by both parties
hereto.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Agreement.
12. CHOICE OF LAW AND VENUE. This Agreement will be construed in
accordance with, and governed in all respects by, the laws of the State of
California (without giving effect to principles of conflicts of law). If any
legal proceeding or other legal action relating to this Agreement is brought or
otherwise initiated, the venue therefor will be the Bankruptcy Court. Borrower
and Lender hereby expressly and irrevocably consent and submit to the
jurisdiction of the Bankruptcy Court.
13. SEVERABILITY OF PROVISIONS. Each provision of this Agreement
shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.
[THE SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
GRANTOR: LENDER:
VERSO TECHNOLOGIES, INC. CLARENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ X.X. Xxxx
------------------------------------ -----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx
---------------------------------- ---------------------------
Title: EVP & CFO Title: President
---------------------------------- ---------------------------
Address of Grantor Address of Lender
000 Xxxxxxxx Xxxxxxx, Xxxxx 000 000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx Attn: Legal Department
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
with a copy (which shall not constitute with a copy (which shall not
notice) to: constitute notice) to:
Xxxxxx & Xxxxxx LLP Xxxxxx Godward LLP
2700 International Tower Five Palo Alto Square
000 Xxxxxxxxx Xxxxxx XX 0000 Xx Xxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxx Xxxx, XX 00000-0000
Attn: Xxxxxx X. Xxx and Xxxxxx X. Hussle Attention: Xxxxxxx X. Xxxxxxx and
Facsimile: (000) 000-0000 Xxxxxxxx Xxxxxx XxXxxxx
Facsimile: (000) 000-0000
EXHIBIT A
COPYRIGHTS
1. REGISTERED: List titles below or indicate "None"
COPYRIGHT REGISTRATION NUMBER REGISTRATION DATE
--------- ------------------- -----------------
None
2. UNREGISTERED: List titles below or indicate "None"
3. APPLICATIONS IN PROCESS: List titles, applicable dates, application
numbers, etc. below or indicate "None"
EXHIBIT B
PATENTS
PATENT PATENT NUMBER ISSUE DATE
------ ------------- ----------
See Schedule 1 attached
1. UNREGISTERED: List titles below or indicate "None"
2. APPLICATIONS IN PROCESS: List titles, applicable dates, application
numbers, etc. below or indicate "None"
EXHIBIT C
TRADEMARKS
1. REGISTERED:
XXXX REGISTRATION NUMBER REGULATION DATE
See Schedule 2 attached
2. UNREGISTERED: List titles below or indicate "None"
3. APPLICATIONS IN PROCESS: List titles, applicable dates, application
numbers, etc. below or indicate "None"
SCHEDULE 1
CLARENT CORPORATION PATENT STATUS
25 NOVEMBER 2002
COUNTRY SERIAL NO. FILED TITLE ISSUANCE STATUS
------- ---------- ----- ----- ---------------
U.S. 08/907,686 08/08/97 Dynamic Forward Error Correction Issued as U.S. Patent No.
Algorithm for Internet Telephone 6, 167,060 on 12/26/00
U.S. 08/989,361 12/12/97 Internet Telephone System with Issued as U.S. Patent No.
Dynamically Varying Codec 6,355,545 on 03/12/02
U.S. 08/989,742 12/12/97 System Architecture for
Internet Telephone
U.S. 09/130,896 08/07/98 System and Method for Real-Time Data Issued as U.S. Patent No.
(60/079,659) (03/27/98) and Voice Transmission over an 6,477,164 on 11/5/2002
Internet Network
Germany 199 13 948.2 03/26/99 System and Method for Real-Time Data
and Voice Transmission over an
Internet Network
System and Method for Real-Time Data
Japan 82017/1999 03/25/99 and Voice Transmission over an
Internet Network
U.S. 09/653,680 09/01/00 Interaction of VoIP Calls and
(60/152,039) (09/02/99) Cellular Networks
U.S. 09/484,191 01/18/00 Dynamic Call Profiler
U.S. 09/484,356 01/18/00 Redundant State Machines in
Network Elements
U.S. 09/733,446 12/07/00 System and Method for Roaming
Billing
U.S. 09/826,442 04/04/01 System and Method for Real-Time
Addition of Devices to a
Subscriber Account
U.S. 09/851,553 05/08/01 System and Method for Electronic
Transaction Settlement
U.S. 09/993,104 11/06/01 System and Method for Dynamically
Changing Error Correction Algorithm
Redundancy Levels
SCHEDULE 2
CLARENT CONFIDENTIAL
CLARENT CORPORATION
U.S. AND INTERNATIONAL TRADEMARK STATUS CHART - ACTIVE MARKS
Status Update: September 30, 2002
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and Argentina Application No. Class 9: all goods
C in Circle Design) 2.242.071
Registration No.
1.816.766
[CLARENT LOGO]
CLARENT Australia Registration No. Class 9: computer systems, namely hardware and software
777531
CLARENT (and Australia Registration No. Class 9: computer systems, namely hardware and
C in Circle Design) 807442 software, that allow phone conversations and other
voice and data communications to take place in local
and wide area networks and global computer networks,
and manuals sold therewith as a unit
[CLARENT LOGO]
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT Austria
See
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Austria
in Circle Design)
See
EUROPEAN
COMMUNITY
TRADEMARK
[CLARENT LOGO]
CLARENT Belgium
See
EUROPEAN
COMMUNITY
TRADEMARK
2
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Belgium
in Circle Design)
See
EUROPEAN
COMMUNITY
TRADEMARK
[CLARENT LOGO]
CLARENT Brazil Application No. Class 9: computer systems, namely hardware and software
821346598
CLARENT (and C Brazil Application No. Class 9: computer systems, namely hardware and software
in Circle Design) 822045591 that allow phone conversations and other voice and data
communications in local or distant networks and in
[CLARENT LOGO] global computer networks; manuals for the
above-mentioned computer systems sold as a unit
CLARENT Canada Application No. computer systems, namely hardware and software, that
846,596 allow phone conversations and other voice and data
communications to take place in intranets and global
Registration No. computer networks
TMA 528,570
computer services, namely providing access to voice and
data communications via intranet and global computer
networks.
3
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Canada Application No. Class 9: computer systems, namely hardware and
in Circle Design) 1,029,475 software, that allow phone conversations and other
voice and data communications to take place in local
and wide area networks and global computer networks,
[CLARENT LOGO] and manuals sold therewith as a unit
CLARENT Chile Application No. Class 9: computer systems, namely, hardware and
439.903 software that allow phone conversations and other voice
and data communications to take place in local and wide
Registration No. area networks and global networks; all other products
549.960 in Class 9
CLARENT (and C Chile Application No. Class 9: computer systems, namely hardware and
in Circle Design) 461.585 software, that allow phone conversations and other
voice and data communications to take place in local
Registration No. and wide area networks and global computer networks,
[CLARENT LOGO] 565,405 and manuals sold therewith as a unit
CLARENT China Application No. Class 9: computers; computer software (pre-recorded));
9800148296 data processing equipment; connectors (data processing
equipment); modems, computer peripheral equipment;
Registration No. transmitters (telecommunication); telephones; computer
1405341 memories
4
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C China Application No. Class 9: computer software (pre-recorded); computers;
in Circle Design) 9900133161 computer peripheral equipment; data processing
equipment; microprocessors; CD-ROMs; modems
[CLARENT LOGO]
CLARENT Denmark
see
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Denmark
in Circle Design)
see
EUROPEAN
COMMUNITY
TRADEMARK
[CLARENT LOGO]
5
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT European Application No. Class 9: computer hardware and computer software;
Community: 550772 communications apparatus and instruments; voice and
data communications programs
Covers:
Austria Class 16: printed matter; catalogues, brochures and
Belgium leaflets; user and instruction manuals
Denmark
Finland Class 42: computer services; research and consultancy,
France support and maintenance services relating to computer
Germany hardware and computer software; computer programming;
Greece provision of access to computer databases and to voice
Ireland and data communications via internet and global
Italy computer networks
Luxembourg
The
Netherlands
Portugal
Spain
Sweden
United
Kingdom
6
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C European Registration No. Class 9: computer software and computer hardware;
in Circle Design) Community: 1319557 computer software and computer hardware that allow
phone conversations and other voice and data
Covers: communications to take place in local and wide area
[CLARENT LOGO] Austria networks and global computer networks; user and
Belgium instructions manuals provided in electronic form
Denmark
Finland Class 38: telecommunication services; telecommunication
France of information, voice and data via a global computer
Germany network; providing user access to a global computer
Greece network; providing telecommunications connections to a
Ireland global computer network and data bases;
Italy telecommunication gateway services; electronic mail
Luxembourg services
The
Netherlands Class 42: computer services; research, design and
Portugal consultancy services relating to computer hardware and
Spain computer software; support and maintenance services
Sweden relating to computer hardware and computer software;
United computer programming
Kingdom
CLARENT Finland
see
EUROPEAN
COMMUNITY
TRADEMARK
7
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Finland
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT France
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C France
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Germany
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT
8
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Germany
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Greece
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Greece
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Hong Kong Application No. Class 9: computer software; computer hardware and
7335/1997 software for conducting phone conversations and voice
and data communications in intranets and global
Registration No. computer networks [as amended]
11143/1999
9
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Hong Kong Application No. Class 9: electric, electronic and telecommunications
in Circle Design) 13217/1999 apparatus and instruments; apparatus for recording,
transmission or reproduction of sound, images or data;
Registration No. magnetic data carriers; recording discs; calculating
5831/2001 machines, data processing equipment and computers;
computer hardware, computer software, computer
peripheral devices; computer systems, namely hardware
[CLARENT LOGO] and software, that allow phone conversations and voice
and data communications to take place in local and wide
area networks and global computer networks, and manuals
sold therewith as a unit; parts and fittings for all
the aforesaid goods; manuals in computer-readable,
electronically readable or machine readable form for
all the aforesaid goods
CLARENT Indonesia Application No. Class 9: Computer systems, namely hardware and software
D98-19217 that allow phone conversations and other voice and data
communications to take place in local and wide area
Registration No. networks and global networks
447426
CLARENT Ireland
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Ireland
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
10
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT Israel Registration No. Class 9: computer systems, namely hardware and software
123689
CLARENT (and C Israel Registration No. Class 9: computer systems, namely, hardware and
in Circle Design) 1230930 software that allow phone conversations and other voice
and data communications to take place in local and wide
area networks and global computer networks
CLARENT Italy
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Italy
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Japan Registration No. Class 9: electronic machines/instruments and their
4194648 parts/fittings
11
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Japan Application No. Class 9: electronic machines, instruments, and their parts
in Circle Design) 11-85688 and fittings
Registration Xx.
0000000
XXXXXXX Xxxxxxxxxx
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Luxembourg
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Malaysia Application No. Class 9: computer systems, namely hardware and software
99/00144
12
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C Malaysia Application No. Class 9: computer systems, namely hardware and
in Circle Design) 99/09250 software, that allow phone conversations and other
voice and data communications to take place in local
[CLARENT LOGO] and wide area networks and global computer networks,
and manuals sold therewith as a unit
CLARENT Mexico Registration No. Class 9: computer systems, namely hardware and software
603643
CLARENT (and C Mexico Application No. Class 9: computer systems, namely, hardware and
in Circle Design) 392033 software that allow phone conversations and other voice
and data communications to take place in local and wide
Registration No. area networks and global computer networks, and manuals
638888 sold therewith as a unit; computers, computer software,
[CLARENT LOGO] computer equipment and parts therefor; computer systems
CLARENT The
Netherlands
SEE
EUROPEAN
COMMUNITY
TRADEMARK
13
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C The
in Circle Design) Netherlands
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT New Zealand Registration No. Class 9: computer systems, namely hardware and software
300995
CLARENT (and C in New Zealand Registration No. Class 9: computer systems, namely hardware and
Circle Design) 316449 software, that allow phone conversations and other
voice and data communications to take place in local
and wide area networks and global computer networks,
and manuals sold therewith as a unit
CLARENT (and C Norway Application No. Class 9: computer systems, namely hardware and software
in Circle Design) 1999 09625 that allow phone conversations and other voice and data
communications to take place in local and wide area
Registration No. networks and global computer networks, and manuals sold
208209 therewith as a unit
14
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT Portugal
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Portugal
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT Singapore Registration No. Class 9: computer systems, namely hardware and
T97/06204C software, that allow phone conversations and other
voice and data communications to take place in
intranets and global computer networks.
CLARENT (and C Singapore Registration No. Class 9: computer systems, namely hardware and software
in Circle Design) T99/10412F that allow phone conversations and other voice and data
communications to take place in local and wide area
[CLARENT LOGO] networks and global computer networks.
15
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT South Korea Application No. Class 9: computer systems, namely hardware and software
00-0000-0000000
Registration Xx.
000000
XXXXXXX (xxx X Xxxxx Xxxxx Application No. Class 9: computer systems, namely hardware and
in Circle Design) 00-0000-0000000 software, that allow phone conversations and other
voice and data communications to take place in local
Registration No. and wide area networks and global computer networks;
447324 recorded computer software and recorded computer
[CLARENT LOGO] programs
CLARENT Spain
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Spain
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
16
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT Sweden
SEE
EUROPEAN
COMMUNITY
TRADEMARK
CLARENT (and C Sweden
in Circle Design)
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT (and C Switzerland Registration No. Class 9: scientific, nautical, surveying, electric,
in Circle Design) 469,508 photographic, cinematographic, optical, weighing,
measuring, signalling, checking (supervision),
life-saving and teaching apparatus and instruments,
apparatus for recording, transmission or reproduction
of sound or images; magnetic data carriers, recording
discs; automatic vending machines and mechanisms for
coin-operated apparatus; cash registers, calculating
machines, data processing equipment and computers; fire
extinguishing apparatus; computer systems, namely
hardware and software that allow phone conversations
and other voice and data communications to take place
[CLARENT LOGO] in local and wide area networks and global computer
networks
Class 16: manuals
17
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT Taiwan Application No. Class 9: computer systems, namely modems, computer
87054091 software, computers, light pens, diskettes, optical
disks, computer keyboards, card punchers, card readers,
Registration No readers, printers, disk drives, memory,
881294 micro-computers, computer mainframes, computer mice,
microprocessors, information storage, bar code
scanners, read-only storage, central processors, disk
drivers, data readers, computer plotters, program
designing devices, printer buffers, computer
information editors, computer programs, computerized
touch sensor input devices, program cassettes for TV
video games, cleaning disks for disk drive heads,
magnetic identification cards, credit cards, telephone
cards, teller machine banking cards and financial
cards, disk cases, dust-proof covers for computers,
disk organizers, keyboard dust covers, printer ink
cartridges, printer toner cartridges, chips,
semiconductors, integrated circuits, Chinese character
cards, shadow masks, masks, network cards, electric
circuit boards, interface cards, micro-circuits,
printed circuit boards, printed circuit substrates,
integrated circuit sockets
CLARENT (and C Taiwan Application No. Class 9: computer systems, namely hardware including
in Circle Design) 88047039 modems, computers, light pens, diskettes, optical
disks, computer keyboards, card punchers, card readers,
Registration No. readers, printers, disc drives, memory,
925047 micro-computers, computer mainframes, computer mouse,
micro-processors, information storage, bar code
scanners, read-only storage, central processors, disc
drivers, data readers, computer plotters, program
design devices, printer buffers, computer information
[CLARENT LOGO] editors, computer programs, computerized touch sensor
input devices, program cassettes for TV video games,
cleaning discs for disc drive heads, magnetic
identification cards, credit cards, telephone cards,
teller machine banking cards and financial cards, disc
cases, dust-proof covers for computers, disc
organizers, keyboard dust covers, printer ink
cartridges, printer toner cartridges, chips,
semiconductors integrated circuits, Chinese character
cards, shadow marks, masks, network cards, electric
circuit boards, interface cards, micro-circuits,
printed circuit boards, printed circuit substrates,
integrated circuit sockets; computer software
18
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT United Registration No. Class 9: computer hardware and computer software;
Kingdom 2134371 communications apparatus and instruments; voice and
data communications programs; user and instruction
manuals sold with the aforesaid goods
Class 42: computer services; research and consultancy,
support and maintenance services relating to computer
hardware and computer software; computer programming;
provision of access to computer databases and to voice
and data communications via internet and global
computer networks
CLARENT (and C United
in Circle Design) Kingdom
SEE
EUROPEAN
COMMUNITY
[CLARENT LOGO] TRADEMARK
CLARENT United States Application No. Class 9: computer systems, namely, hardware and
75/267,668 software, that allow phone conversations and other
voice and data communications to take place in local
Registration No. and wide area networks and global computer networks
2,232,795
19
CLARENT CONFIDENTIAL
XXXX COUNTRY APPL/REG NO. GOODS AND SERVICES
---- ------- ------------ ------------------
CLARENT (and C United States Application No. Class 9: computer systems, namely hardware and
in Circle Design) 75/666,101 software, that allow phone conversations and other
voice and data communications to take place in local
Registration No. and wide area networks and global computer networks
[CLARENT LOGO] 2,391,119
20
CLARENT CONFIDENTIAL
XXXX/FILING APPLICATION/
CORRESPONDENT COUNTRY REGISTRATION CLASS/GOODS/SERVICES
------------- ------- ------------ --------------------
ACT NETWORKS United Application No. Class 9: computer hardware and software for operating wide
States 74/577,761 area networks
Merger documents (CA
to DE corporation) Registration No.
recorded 07/23/01 2,041,016
ACT NETWORKS United Application No. Class 9: computer hardware and software for operating wide
AND DESIGN States 74/577,529 area networks
Reg. Cert.
Registration No.
[ACT NETWORKS LOGO] 2,072,183
NETPERFORMER United Application No. Class 9: computer hardware and computer software for
States 75/120,885 use in the management and integration of voice,
Reg. Cert. facsimile, data, and Ian input and instructional
Registration No. manuals provided therewith
2,128,248
SKYPERFORMER United Application No. Class 9: frame relay access devices comprised of
States 75/863,491 hardware and software for use in transporting
compressed voice, fax and modem traffic over satellite
networks
21
