EXHIBIT 10.09
ASSET TRANSFER, LICENSE AND STOCK ISSUANCE AGREEMENT
This Agreement is made effective as of June 24, 1997 (the "Effective Date") by
and between Asymetrix Corporation, a Washington corporation including its
majority-owned subsidiaries (other than SuperCede) (collectively "Asymetrix"),
having its principal office at 000 - 000xx Xxxxxx X.X., Xxxxxxxx, Xxxxxxxxxx
00000, and SuperCede, Inc., a Washington corporation ("SuperCede"), having an
office at 000 - 000xx Xxxxxx X.X., Xxxxxxxx, Xxxxxxxxxx 00000.
RECITALS
A. Asymetrix has determined that the business currently conducted by its
Internet Tools Division should be conducted by SuperCede, which will as of the
Effective Date be a wholly-owned subsidiary of Asymetrix but which both
Asymetrix and SuperCede anticipate will become an independent corporation in the
near future.
B. Asymetrix and SuperCede desire to establish the terms under which the
business of the Internet Tools Division will be transferred to SuperCede and the
terms of certain relationships between the two of them which will continue after
such time as SuperCede is no longer a wholly-owned subsidiary of Asymetrix.
AGREEMENT
Therefore, in consideration of the foregoing and the covenants and conditions
hereinafter set forth, Asymetrix and SuperCede agree as follows:
1. DEFINITIONS.
(a) "Assets" means and includes and all of the Assigned Agreements, the
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SuperCede Technology, the Patents, the Copyrights, the Trademarks, any and all
inventory of or associated with the SuperCede Products (including piece parts,
data sheets and marketing materials), and the tangible assets set forth on
Schedule 1(a) hereto.
(b) "Assigned Agreements" means those agreements of Asymetrix that are
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related to the SuperCede Technology and/or the SuperCede Products and which are
set forth on Schedule 1(b).
(c) "Assumed Obligations" means any and all obligations or liabilities of
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Asymetrix under any of the Assigned Agreements as well as certain other
obligations or liabilities of Asymetrix set forth on Schedule 1(c).
(d) "Asymetrix Product" means a product of Asymetrix that incorporates or
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otherwise utilizes any portion of the SuperCede Technology in combination with
other technology of Asymetrix or third parties such that a majority of the
functionality of such product is derived from technology other than the
SuperCede Technology.
(e) "Competing Product" means any product that competes with a SuperCede
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Product; provided, however, that "Competing Product" shall not include any
products in the Asymetrix product line, including any successors to such product
line, whether marketed under their current names and trademarks or not, even if
such products can perform some of the same functions as a SuperCede Product.
(f) "Confidential Information" means (i) any of a party's proprietary
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technology or computer software in all versions and forms of expression, whether
or not the same has been patented or the copyright thereto registered, is the
subject of a pending patent or registration application, or forms the basis for
a patentable invention; (ii) any manuals, notes, documentation, technical
information, drawings, diagrams, specifications, formulas or know-how related to
any of the foregoing; (iii) any information regarding current or proposed
products, customers, contracts, business methods, financial data or marketing
data; and (iv) any other information that is clearly marked or designated as
confidential or proprietary by such party. Confidential Information includes
unwritten information that is identified by such party as confidential at the
time of disclosure. Confidential Information does not include information which:
(v) was in a party's lawful possession prior to the disclosure and had not been
obtained by such party either directly or indirectly from the other party; (vi)
is lawfully disclosed to such party by a third party without restriction on
disclosure; (vii) is independently developed by such party without reference to
the other party's Confidential Information; or (viii) is publicly disclosed by
the other party.
(g) "Copyrights" means all copyrights throughout the world in any elements
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of the SuperCede Technology and the SuperCede Products to the extent that they
have been fixed in a tangible medium of expression, including without limitation
the copyrights in and to source code, object code, user interface design,
documentation, product packaging and marketing materials, whether or not the
same have been registered with any governmental agency, and includes the
copyright registrations and applications set forth in Schedule 1(g).
(h) "Patents" means any issued patents and patent applications (including
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any future patents that may be issued to SuperCede pursuant to such
applications), including any foreign equivalents, covering aspects of the
SuperCede Technology now owned or hereafter acquired by SuperCede, and includes
those patent applications set forth in Schedule 1(h).
(i) "SuperCede Products" means the products of SuperCede that incorporate
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or otherwise utilize the SuperCede Technology, either alone or in combination
with other technology of SuperCede or third parties such that a majority of the
functionality of such product is derived from the SuperCede Technology, and
specifically includes all versions of SuperCede Java Edition, SuperCede Java and
ActiveX Edition, SuperCede Database Edition, and the SuperCede Flash Compiler
technology.
(j) "SuperCede Technology" means all original works of authorship,
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inventions, software source code, algorithms, documentation, know-how, concepts,
techniques and discoveries and all other subject matter which Asymetrix has
developed as of the date of this Agreement or hereafter develops and which are
related to the SuperCede Products and other technology of the
Internet Tools Division; provided, however, that "SuperCede Technology" shall
not include any know-how, ideas, concepts, techniques or discoveries related to
computer programming or software applications development generally, whether
known to Asymetrix prior to or developed in the course of developing any
particular software.
(k) "Trademarks" means the trademarks created or used in connection the
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SuperCede Products (other than the ASYMETRIX trademark and related logos),
together with the goodwill embodied therein, and includes the registrations and
applications for registration set forth on Schedule 1(k).
2. TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES.
(a) Assignment. Asymetrix hereby sells, assigns, transfers and conveys to
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SuperCede all of its right, title and interest in and to the Assets including
without limitation all documents and files in both printed and electronic form
relating thereto, free and clear of all liens, encumbrances and claims
whatsoever; provided, however, that Asymetrix makes no warranties, either by
grant or implication, as to noninfringement of any third party's intellectual
property rights by any of the Assets. To the extent that Asymetrix may acquire
any rights in and to the SuperCede Technology after the date of this Agreement,
whether pursuant to the terms of any Employee Invention, Confidentiality,
Nonraiding and Noncompetition Agreement (an "Employee Agreement") between
Asymetrix and any employee providing services to SuperCede or otherwise,
Asymetrix shall assign and hereby does assign all such rights to SuperCede.
Asymetrix hereby assigns to SuperCede the right to enforce any Employee
Agreement to the extent it relates to SuperCede Products or SuperCede
Technology, and agrees not to amend or waive any such rights arising under an
Employee Agreement with respect to SuperCede Products or SuperCede Technology
without SuperCede's express written consent.
(b) Registered User and Prospect Lists. Asymetrix shall provide SuperCede
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with all information related to the existing registered users of SuperCede
Products, which SuperCede may use for whatever purpose it deems appropriate.
Asymetrix shall also provide SuperCede with a list of all known qualified
prospective customers for the SuperCede Products, which SuperCede may use for
whatever purpose it deems appropriate. Asymetrix may continue to use such
SuperCede Product registered user and prospect lists for whatever purpose
Asymetrix deems appropriate.
(c) Referrals. Following execution of this Agreement, Asymetrix shall
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refer all inquiries regarding the SuperCede Products to SuperCede, including
sales leads and potential strategic partners, and shall cease to sell the
SuperCede Products without the consent of SuperCede.
(d) Assumption of Obligations. SuperCede hereby assumes, and agrees to
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pay, perform and discharge when due all of the Assumed Obligations. SuperCede
does not assume or agree to pay, perform, or discharge any obligations, claims,
liabilities, agreements, contracts or commitments of Asymetrix other than the
Assumed Obligations.
(e) Compliance with Assigned Agreements. In addition to the payment and
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performance of any Assumed Obligations arising thereunder, SuperCede agrees to
abide by, conform to, and meet all of its obligations under any of the terms and
conditions of the Assigned Agreements. If SuperCede renews or extends the term
of any Assigned Agreement, it shall do so in its own name and not in the name of
Asymetrix.
(f) Technical Support. Following execution of this Agreement, SuperCede
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shall be responsible for providing technical support to all end users of the
SuperCede product licensed by SuperCede as well as the existing registered user
base originally licensed by Asymetrix. Asymetrix may refer any technical
support calls received after the date hereof to SuperCede's technical support
staff, and such calls shall be given equal priority with calls directly to
SuperCede regardless of whether the end user was licensed a SuperCede Product by
Asymetrix or SuperCede. The parties may execute a separate agreement pursuant to
which Asymetrix will provide such technical support services on behalf of
SuperCede.
(g) Delivery; Further Assurances. Simultaneously with the execution
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of this Agreement, Asymetrix shall take such steps as may be required to put
SuperCede in actual possession of the Assets. In addition, Asymetrix shall from
time to time, at SuperCede's request and expense, execute and deliver, or cause
to be executed and delivered, such additional instruments of transfer,
conveyance and assignment and take such other action as SuperCede may reasonably
require, more effectively to transfer, convey and assign to and vest in
SuperCede all right, title and interest in and to the Assets and to put
SuperCede in actual possession of the Assets.
(h) Third-Party Consents. To the extent that the assignment of any
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Assigned Agreement shall require the consent of the other party thereto, this
Agreement shall not constitute an assignment or agreement to assign the same if
an attempted assignment would constitute a breach thereof. In the event that any
Assigned Agreement cannot be assigned to and assumed by SuperCede without the
consent of a third party, Asymetrix shall use commercially reasonable efforts,
with the cooperation of Buyer to obtain such consent within thirty days of the
date hereof.
(i) Services Agreement. Each party contemplates that Asymetrix will
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continue to provide certain services to or on behalf of SuperCede following the
date of this Agreement. The precise nature of the services to be provided as
well as the terms and conditions related to the provision of such services and
payment with respect thereto are to be negotiated by the parties. Each of
Asymetrix and SuperCede agrees that it will make reasonable good faith efforts
to negotiate and execute a services agreement with respect to such services no
later than October 31, 1997.
(j) Documents and Forms. Asymetrix will provide SuperCede with hard copies
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and, to the extent available to Asymetrix, electronic copies of all Assigned
Agreements, and will for a period of nine months following the date hereof,
provide SuperCede upon request
with copies of its general business forms and policies in both hard copy and, to
the extent available to Asymetrix, electronic formats.
3. ISSUANCE OF SUPERCEDE COMMON STOCK.
In consideration of the transfer of the Assets to SuperCede and the covenants
and agreements of Asymetrix hereunder, SuperCede shall, concurrently with the
execution of this Agreement issue to Asymetrix 3,500,000 shares of the $.01 par
value common stock of SuperCede. Upon execution of this Agreement, SuperCede
will deliver to Asymetrix a certificate representing such shares of its common
stock, executed by duly authorized and proper officers of SuperCede, which
certificate shall bear such legends as may be required by Washington law or to
obtain the benefit of an exemption from the registration requirements of state
and federal securities laws.
4. LICENSE TO SUPERCEDE TECHNOLOGY.
(a) Grant and Scope. Subject to the restrictions set forth in Section
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4(b), SuperCede hereby grants to Asymetrix a non-exclusive, royalty-free, world-
wide, perpetual, non-terminable right and license (i) to modify, copy, merge,
and incorporate any portion of the SuperCede Technology into other computer
programs in connection with the design, development, and manufacture of
Asymetrix Products; (ii) to make, have made, duplicate, have duplicated, modify,
use, market, display, perform, sell, license, or otherwise transfer or
distribute object code copies of the SuperCede Technology but only incorporated
into and forming a part of Asymetrix Products, and to authorize Asymetrix's
distributors, resellers, value added resellers, original equipment manufacturers
and other parties authorized by Asymetrix to market or distribute Asymetrix
Products to do any of the foregoing described in this subsection 4(a)(ii); and
(iii) to make and use a reasonable number of copies of Asymetrix Products for
purposes of marketing, training, and demonstrations related to the Asymetrix
Products. SuperCede hereby grants to Asymetrix a non-exclusive, royalty-free,
world-wide, perpetual, non-terminable license under all of the Patents and
Copyrights to allow Asymetrix to fully exercise the rights granted hereby.
(b) Restrictions. Asymetrix shall not be permitted to market, display,
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perform, sell, distribute, sublicense or otherwise transfer the SuperCede
Technology (i) on a standalone basis separate and apart from the Asymetrix
Products; (ii) as part of any Competing Product; or (iii) in source code form.
Nothing herein shall prevent Asymetrix from developing, marketing and
distributing Competing Products provided that any such Competing Products do not
incorporate any SuperCede Technology and are developed without reference to
SuperCede Confidential Information.
(c) Survival. The license granted hereby is intended to be perpetual and
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shall continue and be binding on the surviving party in any merger or
consolidation of SuperCede or purchaser of all or substantially all of the
assets of SuperCede, and shall inure to the benefit of the surviving party in
any merger or consolidation of Asymetrix or purchaser of all or substantially
all of the assets of Asymetrix.
(d) Right to Modifications. SuperCede shall own any all modifications,
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updates, upgrades and future versions of the SuperCede Technology made by
SuperCede following the Effective Date, and Asymetrix shall have no rights with
respect to any of the foregoing pursuant to this Agreement. Any modifications
to the SuperCede Technology made by Asymetrix hereunder shall be owned in their
entirety by SuperCede, and Asymetrix shall have a license to all such
modifications on the terms and conditions of this Section 4.
5. REPRESENTATIONS AND WARRANTIES.
(a) By Asymetrix. Asymetrix hereby represents and warrants to
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SuperCede as follows:
(i) Asymetrix has full power and authority to execute and deliver
this Agreement, to consummate the transactions contemplated by this
Agreement, and to carry out its obligations under this Agreement;
(ii) this Agreement has been duly and validly authorized, executed and
delivered by Asymetrix and constitutes the legal, valid and binding
obligation of Asymetrix, enforceable in accordance with its terms;
(iii) Asymetrix has title to the Assets, in all cases free and clear
of all liens, charges and encumbrances; provided, however, that Asymetrix
makes no warranties as to title with respect to the SuperCede Technology;
and
(iv) Asymetrix has provided or will provide true and complete copies
of the Assigned Agreements as well as any consents necessary to the
assignment thereof; provided, however, that Asymetrix shall have thirty
days from the date hereof to obtain and deliver any such consents to
assignment.
(b) By SuperCede. SuperCede hereby represents and warrants to Asymetrix as
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follows:
(i) that SuperCede has full power and authority to execute and
deliver this Agreement, to consummate the transactions contemplated by this
Agreement, and to carry out its obligations under this Agreement;
(ii) that this Agreement has been duly and validly authorized,
executed and delivered by SuperCede and constitutes the legal, valid and
binding obligation of SuperCede, enforceable in accordance with its terms;
and
(iii) that upon issuance, the shares of SuperCede common stock to be
issued pursuant to Section 3 shall be duly authorized, validly issued,
fully paid and nonassessable.
(c) Disclaimer. THE WARRANTIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE
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WARRANTIES OF THE PARTIES. EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BOTH PARTIES FURTHER AGREE THAT
THE SUPERCEDE TECHNOLOGY IS TRANSFERRED AND LICENSED "AS IS" WITH NO WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED.
6. NON-DISCLOSURE.
A party receiving Confidential Information ("Recipient") of the other party
("Discloser") shall not use the Confidential Information for any purpose other
than performing its obligations under this Agreement. Throughout the term of
this Agreement and for a period of five years after the completion thereof,
Recipient shall limit disclosure of Confidential Information within its own
organization to its employees having a need to know and who have agreed to be
bound by the terms of this Agreement. Recipient shall not disclose Confidential
Information to any third party individual, corporation, or other entity without
the prior written consent of Discloser. Recipient shall have satisfied the
foregoing obligations if it uses the same degree of care as Recipient uses to
protect its own Confidential Information of a like nature, but no less than a
reasonable degree of care, to prevent the unauthorized dissemination of
Confidential Information. Recipient shall be entitled to disclose Confidential
Information in a response to a court order or as otherwise required by law,
provided that Recipient shall first give notice to Discloser and make a
reasonable effort to obtain a protective order to protect the confidentiality of
the information. Recipient shall immediately notify Discloser of any actual or
suspected unauthorized use of Confidential Information and will cooperate with
Discloser in obtaining injunctive or other equitable relief. Notwithstanding
the foregoing, this Section 6 shall not require SuperCede to observe any
confidentiality requirements as a Recipient of the SuperCede Technology; but
Asymetrix shall be required to observe all the requirements of this Section 6
relative to the SuperCede Technology as if it were Confidential Information of
SuperCede (disregarding for this purpose Section 1(f)(v) hereof) as if Asymetrix
were a Recipient thereof from SuperCede.
7. EXCLUSIONS OF DAMAGE.
ASYMETRIX SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUPERCEDE FOR ANY
DAMAGES RESULTING FROM THE DUPLICATION, MARKETING, USE OR DISTRIBUTION OF ANY
PORTION OF THE SUPERCEDE TECHNOLOGY BY OR UNDER A LICENSE FROM SUPERCEDE.
SUPERCEDE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO ASYMETRIX FOR ANY
DAMAGES RESULTING FROM THE DUPLICATION, MARKETING, USE OR DISTRIBUTION OF ANY
PORTION OF THE SUPERCEDE TECHNOLOGY BY OR UNDER A LICENSE FROM ASYMETRIX.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL,
SPECIAL OR EXEMPLARY DAMAGES, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE
LIKELIHOOD OF SUCH DAMAGES OCCURRING.
8. INDEMNIFICATION.
(a) By Asymetrix. Asymetrix shall indemnify, defend and hold harmless
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SuperCede and its employees, officers and directors from and against any and all
claims, losses, liabilities, causes of action, costs, expenses, damages,
assessments, fines, penalties, and interest, including reasonable legal fees and
expenses through any appeals, which arise out of or result from: (i) the conduct
of any aspect of Asymetrix's business following the date of this Agreement;
provided that in no event shall the business of SuperCede be deemed to be
Asymetrix's business notwithstanding the fact that Asymetrix may own a majority
in interest in SuperCede; or (ii) the duplication, marketing, distribution and
sale of products developed by or any other conduct of the the business of
Asymetrix's Online Learning and Digital Tools Division, including any services,
support or consulting provided in connection therewith, whether before or after
the date of this Agreement.
(b) By SuperCede. SuperCede shall indemnify, defend and hold harmless
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Asymetrix and its employees, officers and directors from and against any and all
claims, losses, liabilities, causes of action, costs, expenses, damages,
assessments, fines, penalties, and interest, including reasonable legal fees and
expenses through any appeals, which arise out of or result from: (i) the conduct
of any aspect of SuperCede's business following the date of this Agreement; (ii)
the duplication, marketing, distribution and sale of products developed by or
any other conduct of the the business of Asymetrix's Internet Tools Division,
including any services, support or consulting provided in connection therewith,
whether before or after the date of this Agreement; or (iii) any Assumed
Obligation or Assigned Agreement.
10. INDEPENDENT CONTRACTOR.
The parties hereunder are independent contractors and not an employees of the
other. Neither party shall be subject to the other party's control or direction
over the performance of this Agreement. Neither party's employees shall be
covered by the other's benefit programs, such as health insurance, social
security, workers' compensation or unemployment compensation. Each party shall
be responsible for paying all taxes related to payments made to it hereunder,
and neither party shall be responsible for withholding or payment of those
taxes. Nothing contained herein shall be deemed or construed as creating a joint
venture or a partnership between SuperCede and Asymetrix. Neither SuperCede nor
Asymetrix is by virtue of this Agreement authorized as an agent or other
representative of the other.
11. GENERAL.
(a) Entire Agreement. This Agreement contains all the agreements,
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understandings, representations, conditions, warranties and covenants, and
constitutes the sole and entire agreement between the parties hereto pertaining
to the subject matter hereof and supersede all prior communications or
agreements, written or oral. This Agreement may not be modified except by
written instrument signed by each party.
(b) Governing Law. This Agreement and the rights and obligations of the
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parties hereunder shall be construed in accordance with and shall be governed by
the internal laws of the State of Washington and applicable federal law. Each
party hereby consents to the jurisdiction and venue of the courts of the State
of Washington, United States of America or of any federal court located in such
state.
(c) Interpretation and Waiver. If any provision of this Agreement is
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declared invalid or unenforceable the remaining provisions of this Agreement
shall remain in full force and effect. Waiver by either SuperCede or Asymetrix
of one or more terms, conditions, or defaults of this Agreement shall not
constitute a waiver of the remaining terms and conditions or of any future
defaults of this Agreement.
(d) Assignment. Either party may assign its right and interest in this
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Agreement upon written notice to the other party, provided that (i) the assignee
agrees to assume and be bound by all of the obligations of the assignor
hereunder and (ii) the assignor shall be released from its obligations only with
a written release from the other party. Subject to the above limitation, this
Agreement will inure to the benefit and be binding upon the parties, their
successors, and assigns. Unless otherwise specifically agreed to by the non-
assigning party, no assignment by either party shall relieve the assignor from
its obligations pursuant to this Agreement.
(e) Attorney's Fees. The prevailing party in disputes concerning this
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Agreement shall be entitled to the costs of collections and enforcement,
including but not limited to reasonable attorney's fees, court costs and all
necessary expenses, regardless of whether litigation is commenced.
(f) Notices. All notices provided pursuant to this Agreement shall be in
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writing and hand delivered or deposited in the United States mail first class,
postage prepaid, and addressed to the addresses set forth above, or such other
address as the party to receive the notice so designates by notice to the other.
(g) Injunctive Relief. Each party acknowledges that the breach, or
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threatened breach, of Section 6 or any action by Asymetrix with respect to the
SuperCede Technology outside the scope of the license granted in Section 4 could
give rise to irreparable injury to the other party which would be inadequately
compensated in money damages. Accordingly, either party may seek a restraining
order and/or an injunction prohibiting the breach or threatened breach of
Section 6, and SuperCede may seek a restraining order and/or an injunction
prohibiting any action by Asymetrix with respect to the SuperCede Technology
outside the scope of the license granted in Section 4, in all cases in addition
to, and not in limitation of, any other legal remedies which may be available to
such party.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives.
Asymetrix: ASYMETRIX CORPORATION
By /s/ X. Xxxxxxxxx
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Name Xxxxx X. Xxxxxxxxx
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Title President & CEO
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SuperCede: SUPERCEDE, INC.
By /s/ Xxxxxxx Xxxxx
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Name Xxxxxxx Xxxxx
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Title Vice President & General Manager
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SCHEDULE 1(a)
TANGIBLE ASSETS
COMPUTERS
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MANUFACTURER ASYMETRIX NO. SERIAL NUMBER
------------ ------------- -------------
Micron 13044 512678-0001
Micron 13291 658660-0001
Gateway 11915 180801
DEC 12817 XX000xxxx0
Xxxxxxx 11909 1809794
Gateway 10726 7088592
NEC 12936 59023448
Micron 11257 B2893043
Gateway 11911 1809804
NEC 12828 57007228
DEC 12857 KA526bewhd
DEC 12858 KA512psj5
Micron 13042 1513678-0003
Micron 13147 552219-0001
NEC 13160 6201029
DEC 00000 XX000xxxxx
Xxxxxxx 11145 1208102
Gateway 11582 62200cr0852235b
NEC 13317 59019048
NEC 12814 54008569
Micron 12979
DEC 12862 KA512vpsk2
DEC 12795 KA433ckhk4
DEC 12818 XX000xxxx0
Xxxxxxx 10980 107185
Gateway 11290 1380091
DEC 12856 XX000xxxxx0
Xxxxxxx 11460 1460175
DEC 12861 XX000xxxx0
Xxxxxxx 12665 671001
Micron 13624 61994-0001
DEC 12864 KA526bewhe
DEC 12866 KA512vpsc6
DEC 14627 KA507ssvw5
Micron 13334 785457-0001
Gateway 10978 1093184
NEC 13018 5X017204
Micron 13276 6404134-0001
Dell 12895 278sf
Gateway 11354 1417563
DEC 12385 XX00xxxx0
Xxxxxxx 13374 T67422
Gateway 12111 2121721
Gateway 11120 1191512
Gateway 13394 6010106608
DEC 12865 KA512vpsc5
DEC 12262 XX000xxx00
Xxxxxxx 11074 1175955
NEC 11586 37015991
Micron 11942 1865255
DEC 12672 XX00XXX00
Xxxxxxx 12673 428466
Olympus 13396 16013541
Gateway 11682 1652950
NEC 11596 37103141b
Micron 13292 65660-0002
DEC 13193 KKa46suh21
MONITORS
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MANUFACTURER ASYMETRIX NO. SERIAL NUMBER
Nanao 11806 C5954083
Nanao 13869 C0367063
MAG 13046 MH2754267466
Nanoa 12918 40093045
Nanao 11123 A4057122
NEC 12744 23k038398
Nanao 11421 B6038053
Nanao 12991 483573-0001
Nanao 12196 D3721113
Nanao 12870 25628025
Nanao 12874 25511025
Nanao 13045 MH27526404
Micron 13146 6100CR208734
Nanao 11386 B6181053
Nanao 12876 25807025
Nanao xxxxx D08672093
Nanao 13021 74318105
Nanao 12595 C6285075
Nanao 12872 25810025
Nanao 12369 D2174093
Nanao 12820 40088045
Nanao 11864 D0421093
Nanao 12868 25506025
Nanao 12986 C6597075
Micron 13293 62500cr064523
Nanao 11401 B6005053
Nanao 11255 B2776043
Nanao 12873 21204015
Nanao 12877 25770025
Nanao 11627 C04140636
Nanao 12869 25659025
Nanao 12829 OOFC118681
Nanao 11073 A2705122
Nanao 12871 25526025
NEC 12267 3z025545ca
Nanao 10725 TB9d19942
Nanao 11793 B9595063
Micron 13028 601007r1010703
Nanao 12965 21162015
Nanao 12910 c0187035
Mircon 13268 6100cr2084274
Nanao 11580 c0904063
Mircron 13288 61200crption
OTHER OFFICE EQUIPMENT
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DESCRIPTION ASYMETRIX NO. SERIAL NUMBER
NEC Docking Station 13338 4X028121F
FURNITURE AND OTHER ASSETS
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DESCRIPTION UNITS
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Wall cabinet 17
Desk 24
Return 17
Desk w/return 17
Task chair 52
Guest Chair 52
File cabinet 2 drawer 7
File cabinet 4 drawer 8
File cabinet Lateral 4
Whiteboard Large 30
Whiteboard Small 9
Bulletin board Large 3
Bulletin board Small 5
Side table or CPU stand 16
Telephone 39
Bookcase Tall 39
Bookcase Short 9
Desk lamps 17
Round Tables 2
Refrigerator 1
Microwave 1
Large Teak conference table and chairs 1
SCHEDULE 1(b)
ASSIGNED AGREEMENTS
OTHER PARTY CONTRACT NAME DATED
Toshiba Information Systems (Japan) Software License and Distribution Agreement 31-Jul-96
Corporation
MacMillan Digital Publishing USA, Nonexclusive Original Equipment Manufacturer (OEM) 22-Jul-96
Simon & Xxxxxxxx, Inc., a Viacom Software License and Distribution Agreement and
company Amendment No. 1 dated April 22, 1997
NEC Corporation Software License and Distribution Agreement 4-Dec-96
NEC Corporation Localization Agreement 4-Dec-96
TVOBJECTS Corporation Software License Agreement 7-Mar-97
Visigenic Software, Inc. Value Added Reseller Agreement for Visigenic 27-Mar-97
Products with Manufacturing Rights
INTERSOLV, Inc. INTERSOLV Distributor License Agreement 13-Feb-97
Xxxxxxxx Livermore National Laboratory Software License Agreement SuperCede VM Source Code 14-Jan-97
ObjectSpace, Inc. JGL Bundled Distribution Agreement 23-Dec-96
Netscape Communications Corporation Netscape "Jupiter" License Agreement 19-Jul-96
Object Design Inc. License and Distribution Agreement 10-Dec-96
Rogue Wave Software Inc. Software Distribution Agreement 6-Jan-97
MetaWare Incorporated OEM Software License Agreement 1-Aug-96
KL Group, Inc. Software License Agreement 11-Apr-97
Stingray Software, Inc. Software License and Distribution Agreement 28-Mar-97
Xxxxxx, Inc. Software License and Distribution Agreement 9-May-97
SuperCede Components
ProtoView Development Corporation Software License and Distribution Agreement 6-May-97
SuperCede Components with Royalties
FarPoint (don't have copy of contract)
MindQ Publishing Inc. Software License and Distribution Agreement 11-Dec-96
Amendment No. 1 17-Apr-97
Starbase Software Bundling and Cooperative Marketing Agreement 27-Jan-97
SCHEDULE 1(c)
ASSUMED OBLIGATIONS
Any obligations arising under any Assigned Agreements.
All accrued vacation time and salary of former Asymetrix employees becoming
employees of SuperCede, Inc., which amounts do not exceed $180,000 in the
aggregate.
Accrued royalty obligations which do not exceed $30,000 in the aggregate.
SCHEDULE 1(g)
COPYRIGHT REGISTRATIONS AND APPLICATIONS
No copyrights are currently registered and no applications for registration have
currently been filed.
SCHEDULE 1(h)
PATENTS AND PATENT APPLICATIONS
"Interactive Software Development System" U.S. Serial No. 08/608,820
"Incremental Byte Code Compilation System" U.S. Serial No. 08/645,955
"Data Representation for Mixed-Language
Program Development" U.S. Serial No. 08/662,648
"Interactive Software Development System" PCT No. PCT/US97/02177
"Incremental Byte Code Compilation System" PCT No. Pending
"Data Representation for Mixed-Language
Program Development" PCT No. Pending
SCHEDULE 1(k)
TRADEMARK REGISTRATIONS AND APPLICATIONS
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TRADEMARK COUNTRY CLASS SERIAL/REG. NO. STATUS
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BLAZING USA 9 75/081,953 Published
------------------------------------------------------------------------------------------------------------------
CAFFEINE USA 9 75/049,579 To be abandoned
------------------------------------------------------------------------------------------------------------------
CODE MONSTER USA 9 75/073,865 To be abandoned
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CODEBLAZER USA 9 75/079,269 To be abandoned
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FLASH COMPILER USA 9 75/089,753 Pending
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SUPERCEDE Canada N/A 826,188 Published
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SUPERCEDE CTM 9, 16 389,197 Pending
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SUPERCEDE Japan 9 08-088220 Pending
-----------------------------------------------------------------------------------------------------------------------
SUPERCEDE Japan 42 08-092507 Pending
-----------------------------------------------------------------------------------------------------------------------
SUPERCEDE Mexico 9 277580 Pending
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SUPERCEDE USA 9 75,091,828 Statement of Use filed
-----------------------------------------------------------------------------------------------------------------------
SUPERSEDE USA 9 75/091,826 To be abandoned
-----------------------------------------------------------------------------------------------------------------------
WEBMEMORY USA 9 75/075,500 Pending
-----------------------------------------------------------------------------------------------------------------------
WHAT YOU CODE IS USA 9 75/073,864 To be abandoned
WHAT YOU SEE
-----------------------------------------------------------------------------------------------------------------------
WYCIWYS USA 9 75/073,863 To be abandoned
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