AGREEMENT AND PLAN OF MERGER by and among FIDELIO ACQUISITION COMPANY, LLC, FIDELIO SUB, INC. and INTERTRUST TECHNOLOGIES CORPORATIONMerger Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is dated as of November 13, 2002 (the “Agreement”) by and among FIDELIO ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), FIDELIO SUB, INC., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and INTERTRUST TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”).
PATENT LICENSE AGREEMENTPatent License Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • California
THIS PATENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of May 20, 2002 (the “Effective Date”), by and between InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), and Sony Corporation, a Japanese corporation (each a “Party” and collectively, the “Parties”).
STOCKHOLDER TENDER AND SUPPORT AGREEMENTStockholder Tender and Support Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • Delaware
This STOCKHOLDER TENDER AND SUPPORT AGREEMENT (the “Agreement”), dated as of November 13, 2002, is entered into by and among FIDELIO ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), FIDELIO SUB, INC., a Delaware corporation and wholly owned subsidiary of Buyer (“Sub”), and [ ] (“Stockholder”).
AMENDMENT TO FOUNDATION PATENT LICENSE AGREEMENTFoundation Patent License Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services
THIS AMENDMENT TO FOUNDATION PATENT LICENSE AGREEMENT (“Amendment”) is entered into effective as of November 13, 2002 (the “Effective Date”), by and between InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), and Koninklijke Philips Electronics N.V., a corporation of the Netherlands (“PHILIPS”) (each a “Party” and collectively, the “Parties”).
FOUNDATION PATENT LICENSE AGREEMENTFoundation Patent License Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • California
THIS FOUNDATION PATENT LICENSE AGREEMENT (“Agreement”) is entered into effective as of November 13, 2002 (the “Effective Date”), by and between InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), and Koninklijke Philips Electronics N.V., a corporation of the Netherlands, having a principal place of business in Amsterdam, the Netherlands (hereinafter “PHILIPS”) (each a “Party” and collectively, the “Parties”).
AMENDMENT TO PATENT LICENSE AGREEMENTPatent License Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services
THIS AMENDMENT TO PATENT LICENSE AGREEMENT (“Amendment”) is entered into effective as of November 13, 2002 (the “Effective Date”), by and between InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), and Sony Corporation, a Japanese corporation (each a “Party” and collectively, the “Parties”).
CONFIDENTIALITY AGREEMENT (Mutual)Confidentiality Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • California
This Mutual Confidentiality Agreement (the “Agreement”) is entered into and is effective as of July 8, 2002 (the “Effective Date”) by and between InterTrust Technologies Corporation, a Delaware corporation, with places of business at 4800 Patrick Henry Drive, Santa Clara, California 95054 (“InterTrust”) and Koninklijke Philips Electronics N.V., a Netherlands corporation, with a place of business at The Breitner Tower, Amstelplein, 1096 HA Amsterdam, The Netherlands (“Company”).
CONFIDENTIALITY AGREEMENT (Mutual)Confidentiality Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • California
This Mutual Confidentiality Agreement (the “Agreement”) is entered into and is effective as of May 16, 2002 (the “Effective Date”) by and between InterTrust Technologies Corporation, a Delaware corporation, with places of business at 4800 Patrick Henry Drive, Santa Clara, California 95054 (“InterTrust”) and Sony Corporation of America, a New York corporation, with a place of business at 550 Madison Avenue, New York, New York 10022 (“Company”).
CONFIDENTIAL November 10, 2002 InterTrust Technologies CorporationLetter Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services
Rider Regarding Confidential InformationConfidentiality Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services
This Rider is entered into effective as of September 30, 2002 in reference to: (i) the Confidentiality Agreement dated as of May 16, 2002 (the “Sony/InterTrust Agreement”) between Sony Corporation of America (“Sony”) and InterTrust Technologies Corporation (“InterTrust”); (ii) the Confidentiality Agreement dated July 8, 2002 (the “Philips/InterTrust Agreement”) between Koninklijke Philips Electronics N.V. (“Philips”) and InterTrust Technologies Corporation (“InterTrust”); and (iii) the Confidentiality Agreement between Sony and Philips (the “Sony/Philips Agreement”).
SONY CORPORATION OF AMERICA 550 Madison Avenue, 35th Floor New York, New York 10022-3321 KONINKLIJKE PHILIPS ELECTRONICS N.V. Amstelplein 2 1096 BC Amsterdam The NetherlandsMerger Agreement • November 22nd, 2002 • Fidelio Acquisition Co LLC • Services-computer programming services • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of November 13, 2002, by and among Fidelio Acquisition Company, LLC, a Delaware limited liability company (“Buyer”), Fidelio Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Sub”), and InterTrust Technologies Corporation, a Delaware corporation (the “Company” and, such agreement, the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
