Asset Purchase Agreement - Samsung Electronics Co. Ltd. and The 3DO Co.
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
SAMSUNG ELECTRONICS CO., LTD.
AND
THE 3DO COMPANY
Dated as of April 25, 1997
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ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is entered into as
of this 24th day of April, 1997 ("Execution Date"), by and between Samsung
Electronics Co., Ltd. ("Samsung"), a corporation organized under the laws of the
Republic of Korea and having a place of business at San # 24, Nongseo-Lee,
Kiheung-Eup, Yongin-City, Kyungki-Do, Korea and The 3DO Company ("3DO"), a
California corporation having its principal place of business at 600 Galveston
Drive, Redwood City, CA 94063, U.S.A.
RECITALS
A. 3DO is currently in the business of, among other things,
designing and licensing the manufacture, marketing and sale, of semiconductor
devices and systems that use those devices, which business is operated as the
3DO Systems Division (the "3DO Systems Division").
B. 3DO wishes to sell to Samsung and Samsung wishes to acquire,
certain tangible and intangible assets of 3DO related to the business of the 3DO
Systems Division.
C. Pursuant to the terms of the Stock Purchase Agreement among
Samsung, Samsung Semiconductor, Inc. ("SSI"), a California corporation, AGT,
Inc. ("Newco"), a Delaware corporation, and the current stockholders of Newco of
even date herewith (the "Newco Agreement"), concurrent with closing of the
purchase and sale of the assets of 3DO pursuant to this Agreement, Samsung
intends to transfer all of such assets to Newco as part of the consideration for
the issuance of shares of Series A Preferred Stock of Newco to Samsung.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants, and other terms and conditions, set forth herein,
Samsung and 3DO (each a "Party" and together the "Parties") agree as follows:
AGREEMENT
I.
DEFINITIONS
For the purpose of this Agreement, the following definitions shall
apply.
I.1 "Affiliate" of any Person means any other Person which directly
or indirectly controls, is controlled by or is under common control with, such
Person. The term "control" (including its correlative meanings "controlled by"
and "under common control with") means possession, directly or indirectly, of
power to direct or cause the direction of management, business
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affairs, or policies (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).
I.2 "Business Day" means any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of California or the Republic of
Korea) on which banks are open for business in San Francisco, California, U.S.A.
I.3 "Closing" means the closing of the transactions described in
Section IV.4 of this Agreement.
I.4 "Closing Date" means the date on which the Closing occurs.
I.5 "Corporate Sale" shall mean (i) any acquisition of a Party by
another entity by means of merger or consolidation resulting in the exchange of
the outstanding shares of such Party for securities or consideration issued, or
caused to be issued, by the acquiring corporation or any of its subsidiaries
that results in the Party's stockholders immediately prior to such merger or
consolidation not holding at least 50% of the voting stock of the surviving
corporation immediately after such merger or consolidation, or (ii) any other
transaction or series of related transactions that will result in such Party's
stockholders immediately prior to such transaction, or series of related
transactions, not holding at least 50% of the voting stock of such Party
immediately after such transaction or series of transaction (other than a
transaction or series of transactions involving the original issue of shares of
capital stock by such Party for cash or cancellation of indebtedness), or (iii)
a sale or other transfer of all or substantially all of the assets of the Party;
for purposes of clause (iii) above, both the quantum of assets involved in a
sale or other transfer and the effect of such transfer upon the nature of the
business of the Party shall be taken into account in determining whether such
transfer involves all or substantially all of such Party's assets.
I.6 "Dollars" or "$" means U.S. dollars.
I.7 "Governmental Action" means any authorization, consent,
approval, order, waiver, exception, variance, franchise, permission, permit or
license of, or any registration, filing or declaration with, by or in respect
of, any Governmental Authority.
I.8 "Governmental Authority" means any national, federal, state or
local governmental Person, authority, agency, court, regulatory commission or
other governmental body in the United States, the Republic of Korea or other
applicable jurisdiction, or any stock exchange or automated quotation system
having authority with respect to the applicable matter.
I.9 "Governmental Rule" means any statute, law, treaty, rule, code,
ordinance, regulation, license, permit, certificate or order of any Governmental
Authority or any judgment, decree, injunction, writ, order or like action of any
court or other judicial or quasijudicial tribunal.
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I.10 "Intellectual Property Rights" means any rights with respect to
intellectual property, including patents, patent applications and other patent
rights; copyrights, copyright registrations and copyright rights (including, but
not limited to, copyrights, copyright registrations and other copyright rights
with respect to computer software, firmware, programming tools, drawings,
specifications, databases and documentation) mask work rights and other rights
with respect to semiconductors; trade secrets and other rights with respect to
confidential or proprietary information; other rights with respect to
inventions, discoveries, improvements, know how, formulae, processes, technical
information and other technology; and other intellectual property rights,
whether or not subject to statutory registration or protection, and all rights
under any license or other arrangement with respect to the foregoing; but,
unless otherwise expressly provided herein or necessary to otherwise effect the
transfer of Intellectual Property Rights contemplated by this Agreement or
otherwise necessary to effect the purposes of this Agreement, excluding any
trademark, trade name or similar rights with respect to identification of source
or origin.
I.11 "Person" means any individual, firm, company, corporation,
unincorporated association, partnership, trust, joint venture, Governmental
Authority or other entity, and shall include any successor (by merger or
otherwise) of any such entity.
I.12 "Prior 3DO Agreements" means the Technology Licensing Agreement
between 3DO and Matsushita Electric Industrial Co., Ltd. dated December 7, 1995,
as amended pursuant to the amendments thereof dated April 24, 1996 and March 2,
1997 (the "MEI Agreement"), the Joint Development and License Agreement between
3DO and Cirrus Logic, Inc., dated on or about February 29, 1996 (the "Cirrus
Logic Agreement"), and the Semiconductor Purchase and Sales Agreement between
3DO and International Business Machines, Inc., dated on or about June 28, 1996
(the "IBM Agreement").
I.13 "3DO Transferred Assets" means the 3DO Transferred Assets as
defined in Section II.1 hereof.
I.14 "Use" means, with respect to any Intellectual Property Rights
or any embodiments thereof (including, but not limited to, any computer software
and other copyrightable subject matter, any semiconductor technology and
materials related thereto, and other technology, in tangible, intangible or
other form), (a) to reproduce, distribute, perform and display (publicly or
otherwise), prepare derivative works of, make (or have made) any product or
process based on, using or otherwise subject to such Intellectual Property
Rights or any such embodiment, and otherwise to use and exploit such
Intellectual Property Rights and (b) to grant licenses (with the right to grant
sublicenses) of the right to do the same.
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II.
TRANSFER OF ASSETS AND CERTAIN COVENANTS OF 3DO
II.1 Transfer of 3DO Transferred Assets. On the Closing Date, 3DO
shall transfer and assign to Samsung all right, title and interest in and
deliver to Samsung, the following tangible and intangible assets of the business
of 3DO ("3DO Transferred Assets") currently operated as the 3DO Systems Division
(the "3DO System Division"):
(a) Certain computer equipment and other capital equipment
owned by 3DO that is used principally in the business of the 3DO Systems
Division, as specifically set forth in Exhibit A and certain inventory of the
3DO Systems Division as listed on Exhibit A to the extent not shipped to
customers prior to Closing pursuant to orders received by 3DO prior to Closing
and scheduled to be shipped prior to Closing ("3DO Owned Physical Assets");
(b) Certain computer equipment and other capital equipment held
by 3DO under lease from third parties that is used principally in the business
of the 3DO Systems Division, as specifically set forth in Exhibit A ("3DO Leased
Physical Assets"), provided that (i) the transfer and assignment of 3DO's
leasehold interest in the 3DO Leased Physical Assets and physical delivery of
the 3DO Leased Physical Assets shall occur only after 3DO has obtained any
required consents of such third parties, and (ii) 3DO pays any fees, penalties
or other charges payable in connection with the transfer, assignment and
delivery and Samsung (subject to its right of assignment to Newco or any other
third party transferee) assumes any further payment and other obligations to
such third parties arising after the Closing; and
(c) Certain designs, technical developments, netlists, work in
progress, and other technology used principally in the business of the 3DO
Systems Division, as specifically set forth in Exhibit A, including any related
Intellectual Property Rights, and any of the same developed or used through the
Closing Date including any related Intellectual Property Rights ("3DO Intangible
Assets"), to the extent 3DO has the right to assign such 3DO Intangible Assets,
subject to the reservation of Section II.4.
Except for the performance of obligations arising after the Closing
from the leases or other contracts pursuant to which the 3DO Leased Physical
Assets are leased or from licenses or other contracts constituting part of the
3DO Intangible Assets to be assigned to Samsung as specified in Exhibit A (the
"Assumed Liabilities"), notwithstanding any provision of this Agreement, neither
Samsung nor Newco nor any other Person to whom Samsung or Newco hereafter
transfers or assigns any of the 3DO Transferred Assets shall assume or become
liable for any liabilities or obligations of 3DO or any of its Affiliates,
whether presently fixed and determined, contingent or otherwise. All such
liabilities and obligations of 3DO and its Affiliates not expressly assumed by
Samsung hereunder, which liabilities and obligations not assumed include,
without limitation, all liabilities and obligations under the Prior 3DO
Agreements, shall remain liabilities and obligations of 3DO
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and/or such Affiliates, and 3DO and/or such Affiliates shall be solely liable to
perform and discharge such liabilities and obligations.
II.2 License of Assets. To the extent 3DO (i) does not have the
right to assign 3DO Intangible Assets to Samsung in accordance with Section II.1
or (ii) does not have the right to assign 3DO Intangible Assets to Samsung in
accordance with Section II.1 without consent and such consent is not obtained,
such absolute or conditional lack of a right to transfer such 3DO Intangible
Assets is so indicated on Exhibit A, and 3DO grants to Samsung, effective on the
Closing Date, an exclusive (subject to the reservation of Section II.4.),
perpetual, irrevocable, paid-up, transferable (to and by Newco or any other
transferee of Samsung or its transferees), worldwide license (with right of
sublicense) of 3DO's rights with respect to such 3DO Intangible Assets to Use
such 3DO Intangible Assets, but subject to any limitations with respect thereto
set forth in the Prior 3DO Agreements and except for the 3DO Intangible Assets
under licenses, which cannot be licensed by 3DO or which require consent to be
licensed and as to which consent could not be obtained despite 3DO's performance
of its obligations under Section II.8. To the extent any Intellectual Property
Rights owned, or licensed by 3DO that are not 3DO Intangible Assets ("Other 3DO
Intellectual Property Rights") are necessary for the Use of the 3DO Intangible
Assets, 3DO grants to Samsung, effective on the Closing Date, a non-exclusive,
perpetual, irrevocable, paid-up, transferable (to or by Newco or any other
transferee of Samsung or its transferees), worldwide license (with right of
sublicense) to Use the Other 3DO Intellectual Property Rights to the extent
necessary for the Use of the 3DO Intangible Assets.
II.3 Employee Matters. 3DO shall use reasonable commercial efforts
to cause the employees of 3DO listed on Exhibit B (the "3DO Employees") and such
other 3DO employees, if any, as the Parties may agree, to accept offers of
employment by Newco on and as of the Closing Date. With respect to 3DO employees
who accept such employment as of the Closing Date, 3DO shall have no liability
to Samsung or Newco, except to the extent required by applicable employment law,
to the 3DO employees with respect to employment after the Closing Date and,
except as the Parties may expressly otherwise agree in writing, any such
personnel employed by Newco shall be independent of, and have no further
obligations to, 3DO. With respect to 3DO employees who accept such employment
with Newco as of the Closing Date, all obligations of 3DO to such 3DO employees
accrued through the Closing Date, including obligations for salaries, sales
commissions, payroll taxes, fringe benefits and severance pay shall remain the
obligations of 3DO.
II.4 Retention of Rights by 3DO. Notwithstanding the assignment,
transfer and delivery of the 3DO Transferred Assets to Samsung in accordance
with the provisions of this Article II, and notwithstanding the licenses herein
granted by 3DO to Samsung or anything else to the contrary contained in this
Agreement, 3DO and its successors and assigns hereby retain (and the exclusivity
of Samsung's licenses and rights hereunder and thereunder shall not apply to)
the non-exclusive rights to use and exploit the 3DO Intangible Assets, to Use
any Intellectual Property Rights that relate to the 3DO Intangible Assets, and
to retain copies of any tangible items and related technical information of or
concerning the 3DO Intangible Assets, to the extent any such rights, items
and/or information are necessary to (i) the fulfillment of 3DO's contractual
obligations to MEI pursuant to
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the MEI Agreement, provided that any Intellectual Property Rights owned or
licensed by 3DO resulting from the modification, enhancement or other
improvement to the 3DO Intangible Assets in the course of the performance of
3DO's contractual obligations to MEI shall be deemed automatically licensed to
MEI pursuant to the MEI Agreement, shall be deemed to be 3DO Intangible Assets
and shall be assigned by 3DO to Samsung or Newco or, if not assignable, shall be
licensed to such Person in accordance with Section II.2, (ii) the prosecution,
defense, and/or settlement of any claims or actions arising in connection with
any separate agreements entered into between 3DO and any third parties prior to
the Closing Date of this Agreement; provided that, in no event, may 3DO enter
into any settlement or to take any action which limits or otherwise compromises
the right, title and interests of Samsung or any transferee or assignee of the
3DO Transferred Assets, including Newco, in the 3DO Transferred Assets or rights
of Samsung or any assignee of Samsung, including Newco, under any licenses
herein granted by 3DO to Samsung, (iii) the prosecution, defense, and/or
settlement of any claims or actions arising in connection with the conduct,
activities, products or services of any third party or parties prior to the
Closing Date; provided that, in no event, may 3DO enter into any settlement or
to take any action which limits or otherwise compromises the right, title and
interests of Samsung or any transferee or assignee of the 3DO Transferred
Assets, including Newco, in the 3DO Transferred Assets or rights of Samsung or
any transferee or assignee of the 3DO Transferred Assets, including Newco, under
any licenses herein granted by 3DO to Samsung, (iv) the continued operation of
3DO's existing business activities relating exclusively to software publishing,
software development tools and authoring systems for use in the software
business, and the fulfillment of 3DO's contractual obligations to its
Opera-related licensees, but specifically excluding, without limitation, the
semiconductor logic device design, hardware architecture and systems design
activities of the 3DO Systems Division, and (v) the operation of 3DO's future
business activities relating exclusively to software development tools and
authoring systems for use in the software business and/or to other future
business activities that are consistent with 3DO's current business, involve
only software, do not involve a substantive expansion of 3DO's current business
and do not compete with any business being conducted by Samsung. or Newco,
provided, however, 3DO acknowledges and agrees that it does not have the right
to use and exploit the 3DO Intangible Assets or any Intellectual Property Rights
that relate to the 3DO Intangible Rights, in the design, development,
manufacture and/or distribution of semiconductor logic devices, video game
system architectures or designs, consumer electronic system architectures or
designs, or personal computer system architectures or designs and provided
further that, despite this Section II.4, 3DO shall not retain any rights to any
M2 Derivative Technology except as specifically stated in Section 2.4 of Exhibit
A-4.
II.5 Conduct of Business. From and after the execution and delivery
of this Agreement and until the Closing Date or the termination of this
Agreement, whichever shall first occur: (i) 3DO shall not engage in any
activities or transactions involving the 3DO Systems Division which shall be
outside the ordinary course of the business operations of the 3DO Systems
Division without the prior written consent of Samsung, including, without
limitation, granting of license right or disposition of any of the 3DO
Transferred Assets and termination of the employment of the 3DO Employees or any
change in their current terms of employment, and (ii) 3DO will pay and discharge
all liabilities and
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obligations related to the 3DO Systems Business or the 3DO Transferred Assets,
as they become payable, in accordance with its usual and customary payment
policies.
II.6 Notice of Certain Adverse Changes, Defaults or Claims. 3DO
shall give prompt notice to Samsung of any material adverse change in the
business, assets (including intangible assets), liabilities, financial
condition, operations, results of operations or prospects (financial or
otherwise) (a "Material Adverse Change") of the 3DO Systems Division, or any
notice of default received by 3DO subsequent to the date of this Agreement and
prior to the Closing Date under any instrument or agreement to which 3DO is a
party relating to the 3DO Systems Division, or of the assertion of any claim
which, if upheld, would render inaccurate any representation of 3DO herein.
II.7 Regulatory Approvals. 3DO shall promptly prepare and file all
applications and other documents which may be necessary in order for 3DO to
obtain the authorization, approval or consent of any Governmental Authority,
which may be required or advisable by or with respect to 3DO in connection with
the consummation by it of the transactions contemplated by this Agreement. 3DO
shall use its best efforts to obtain all such authorizations, approvals and
consents.
II.8 Consents. 3DO shall use its best efforts to obtain the consent
or approval of any third party whose consent or approval is required in
connection with the consummation by 3DO of the transactions contemplated by this
Agreement.
III.
PAYMENT OF PURCHASE PRICE AND
CERTAIN COVENANTS OF SAMSUNG
III.1 Payment of Purchase Price. Subject to the terms and conditions
hereof, in consideration of the transfer assignment and delivery of the 3DO
Transferred Assets, at the Closing, Samsung shall pay to 3DO by check or wire
transfer twenty million dollars ($20,000,000) in cash.
III.2 Regulatory Approvals. Samsung shall promptly prepare and file
all applications and other documents which may be necessary in order for Samsung
to obtain the authorization, approval or consent of any Governmental Authority,
which may be required or advisable by or with respect to Samsung in connection
with the consummation by it of the transactions contemplated by this Agreement.
Samsung shall use its best efforts to obtain all such authorizations, approvals
and consents.
III.3 Consents. Samsung shall use its best efforts to obtain the
consent or approval of any third party whose consent or approval may be required
or advisable in connection with the consummation by Samsung of the transactions
contemplated by this Agreement.
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IV.
CLOSING AND CLOSING DATE
IV.1 Closing. The Closing will be held on the fiftieth (50th) day
after the Execution Date ("Target Closing Date") at the offices of SSI in San
Jose, California; or at such other date, time and place as the Parties mutually
agree. At such time and place, the actions and deliveries referred to in Section
IV.4 hereof will take place and the documents referred to in Section IV.4 hereof
will be exchanged; provided, that if any of the conditions referred to Section
IV.2 or IV.3 shall not have been fulfilled or waived in accordance with such
Section IV.2 or IV.3 by the date on which the Closing is then scheduled, either
Samsung or 3DO will be entitled to postpone the Closing for a period of not more
than twenty (20) Business Days until such condition or conditions will have been
met (which each Party will seek to cause to happen at the earliest practicable
date) or been waived. The process contemplated by this Section IV.I shall
continue until such condition or conditions have been met or been waived, or
there is an election to terminate this Agreement in accordance with Section
VII.1.
IV.2 Conditions to the Obligations of Samsung. The obligation of
Samsung to consummate the transactions contemplated hereby is subject to and
conditioned upon the satisfaction of each of the following conditions, any or
all of which may be waived in writing in whole or in part by Samsung:
(a) The representations and warranties of 3DO contained in
Article V will be true and correct as of the Closing Date in all material
respects as though such representations and warranties were made on and as of
such Closing Date, and 3DO shall deliver to Samsung a certificate to such effect
executed by its Chief Executive Officer;
(b) 3DO will have performed and complied in all material
respects with all agreements, covenants and conditions on its part required by
this Agreement to be performed or complied with on or prior to the Closing Date;
(c) All Governmental Actions necessary for the consummation by
Samsung of the transactions contemplated hereby or by the Newco Agreement will
have occurred, including obtaining any required approvals of Governmental
Authorities, including, but not limited to, Governmental Authorities of the
Republic of Korea, the expiration or early termination of any required waiting
periods such as, but not limited to, expiration or early termination of the
waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act") or the giving of the notice (the "Exon Florio
Notice") of determination not to investigate, or to take no action, under the
Exon Florio amendment to the Defense Production Act of 1990, as amended (the
"Exon Florio Act"), and be reasonably satisfactory to counsel to Samsung;
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(d) No order shall have been entered, and not vacated by a
court or other Governmental Authority of competent jurisdiction, in any action
or proceeding which enjoins, restrains or prohibits consummation of the
transactions contemplated by this Agreement;
(e) No claim, action, suit or other proceeding shall be pending
or threatened by any Governmental Authority or private person before any court,
agency or administrative body which, in the opinion of counsel for 3DO or
Samsung, creates any reasonable possibility that the consummation of this
Agreement or the transactions contemplated hereby will be restrained. enjoined
or otherwise prevented, or that any damages will be recovered or other relief
obtained as a result of this Agreement or the transactions contemplated hereby;
(f) There shall have been no Material Adverse Change (as
defined in Section II.6) with respect to 3DO Systems Division and the 3DO
Transferred Assets shall not have been adversely affected in any material way as
a result of 3DO's actions or inaction; and
(g) Concurrent with the Closing, there shall have occurred the
closing of the purchase by Samsung and SSI of the shares of the Series A
Preferred Stock of Newco pursuant to the Newco Agreement.
IV.3 Conditions to the Obligations of 3DO. The obligation of 3DO to
consummate the transactions contemplated hereby is subject to and conditioned
upon the satisfaction of each of the following conditions, any or all of which
may be waived in writing in whole or in part by 3DO:
The representations and warranties of Samsung contained in Article V will be
true and correct in all material respects on and as of the Closing Date as
though such representations and warranties were made at and as of such Closing
Date, and Samsung shall deliver a certificate to such effect executed by the
chief executive officer of its System LSI Business;
(a) Samsung will have performed and complied in all material
respects with all agreements, covenants and conditions on its part required by
this Agreement to be performed or complied with prior to or on the Closing Date;
(b) All Governmental Actions necessary for the consummation by
3DO of the transactions contemplated hereby, will have occurred including
obtaining any required approvals of Governmental Authorities, the expiration or
early termination of any required waiting periods, such as, but not limited to,
expiration or early termination of the waiting period required by the HSR Act,
and the giving of the Exon Florio Notice, and be reasonably satisfactory to
counsel to 3DO;
(c) No order shall have been entered, and not vacated by a
court or other Governmental Authority of competent jurisdiction, in any action
or proceeding which enjoins, restrains or prohibits consummation of the
transactions contemplated by this Agreement; and
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(d) No claim, action, suit or other proceeding shall be pending
or threatened by any Governmental Authority or private person before any court,
agency or administrative body which, in the opinion of counsel for 3DO or
Samsung, creates any reasonable possibility that the consummation of this
Agreement or the transactions contemplated hereby will be restrained, enjoined
or otherwise prevented, or that any damages will be recovered or other relief
obtained as a result of this Agreement or the transactions contemplated hereby.
IV.4 Actions and Deliveries at Closing. At the Closing, Samsung and
3DO will take all actions required by Articles II and III hereof, including (i)
in the case of Samsung, payment of the cash, and execution and delivery of the
certificate required by Section IV.1(a) and (ii) in the case of 3DO, execution
and delivery of a bill of sale, endorsements, assignments and other good and
sufficient instruments of transfer, conveyance and assignment, in form
satisfactory to Samsung and its counsel, as shall be effective to vest in
Samsung (good to the 3DO Transferred Assets, free and clear of all liens and
encumbrances, and delivery of the certificate required by Section IV 2(a).
IV.5 Allocation of Purchase Price. The Purchase Price shall be
allocated among the 3DO Transferred Assets in accordance with Exhibit C which
shall be agreed upon by Samsung and 3DO on or before the Closing. The Parties
shall file all tax returns (including amended returns and claims for refund) and
information reports in a manner consistent with such allocation, and shall use
their reasonable best efforts to sustain such allocation in any subsequent tax
audit or tax dispute.
IV.6 Tax Liability Arising Out of the Agreement. All stamp,
transfer, purchase, use, sale, income, realty transfer or other taxes, federal,
state or local, arising out of the transactions contemplated by this Agreement
imposed by any Governmental Authority in the United States or any jurisdiction
other than the Republic of Korea shall be borne by 3DO. All stamp, transfer,
purchase, use, sale, cash, income, realty transfer or other taxes arising out of
the transaction contemplated by this Agreement imposed by any Governmental
Authority in the Republic of Korea shall be borne by Samsung.
IV.7 Further Assurances. 3DO will, from time to time and without
further consideration, execute and deliver such other documents, instruments or
certificates of transfer, conveyance and assignment, and take such further
actions, as Samsung may reasonably request to effect the transfer, conveyance,
assignment or vesting in Samsung or Newco of the 3DO Transferred Assets.
V.
REPRESENTATIONS AND WARRANTIES
V.1 Representation of Both Parties. Each of the Parties represents
and warrants to the other Party as follows:
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(a) Organization and Authority. It is a corporation duly
organized and validly existing under applicable laws, and has all requisite
corporate power and authority to carry on its business as now being conducted,
to execute and deliver this Agreement, and to consummate the transactions
contemplated hereby.
(b) Authorization.
(i) The execution and delivery of this Agreement and the
documents and agreements provided for herein, and the consummation by it of all
transactions contemplated hereby or thereby, have been duly authorized by all
requisite corporate action. This Agreement, and all such other documents and
agreements entered into and undertaken in connection with the transactions
contemplated hereby or thereby constitute, or will constitute following the
execution and delivery hereof and thereof, valid and legally binding obligations
of it, enforceable against it in accordance with their respective terms, subject
to applicable bankruptcy, insolvency, reorganization and other laws affecting
generally the enforcement of the rights of creditors and subject to a court's
discretionary authority with respect to the granting of a decree ordering
specific performance or other equitable remedies; and
(ii) The execution. delivery and performance by it of this
Agreement, and the other documents and agreements provided for herein, and the
consummation by it of the transactions contemplated hereby and thereby, will
not, with or without the giving of notice or the passage of time or both: (i)
violate the provisions of any Governmental Rule; (ii) require any notice, filing
or other submission to any Governmental Authority, the expiration of any waiting
period with respect thereto, or any other Governmental Action, other than under
the Korean Foreign Exchange Control laws and regulations, Korean Securities
Exchange Commission laws and regulations, the HSR Act or the Exon Florio Act;
(iii) violate the provisions of its articles or certificate of incorporation,
bylaws, or other charter or governing documents, or any resolution of its board
of directors or shareholders; (iv) violate any judgment, decree, order or award
of any arbitrator, court or other Governmental Authority; or (v) conflict with
or result in the breach or termination of any material term or provision of, or
constitute a default under, or cause any acceleration under, any material
license, indenture, mortgage, deed of trust, lease, contract, permit, or other
instrument or agreement by which it is bound, in each instance (of this clause
(iv)) so as to have a material adverse effect on such Party's ability to carry
on its obligations under this Agreement, other than as set forth in Exhibit D
attached hereto.
V.2 Representations of 3DO. 3DO represents and warrants to Samsung
as follows:
(a) 3DO Intellectual Assets. 3DO owns, or is licensed or
otherwise possesses legally enforceable rights to Use, sell or otherwise dispose
of all of the 3DO Intangible Assets (but specifically excluding the 3DO
Intangible Assets which require third party approval prior to assignment) and
all of the Other 3DO Intellectual Property Rights, to the extent necessary, with
respect to the Other 3DO Intellectual Property Rights to grant the licenses with
respect thereto granted under Section II.2. The 3DO Intangible Assets include
all of the Intellectual Property Rights
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that are necessary to conduct the business of the 3DO Systems Division as
currently conducted. Exhibit D lists, by reference to the list contained on
Exhibit A or otherwise, (i) all patents and patent applications, and all
trademarks, registered copyrights, trade names and service marks, which 3DO
considers to be material to the 3DO Systems Division as currently conducted and
included in the 3DO Intangible Assets, including the jurisdictions in which each
such 3DO Intangible Asset has been issued or registered or in which any such
application for such issuance and registration has been filed, (ii) all
licenses, sublicenses, distribution agreements and other agreements which 3DO
considers material to the business of the 3DO Systems Division as currently
conducted and as to which 3DO or any of its Affiliates is a party and pursuant
to which any person is authorized to use any 3DO Intangible Asset or has the
right to manufacture, reproduce, market or exploit any current product of the
3DO Systems Division or any adaptation, translation or derivative work based on
such product or any portion thereof, (iii) all licenses, sublicenses and other
agreements which 3DO considers material to the business of the 3DO Systems
Division as currently conducted and as to which 3DO or any of its Affiliates is
a party and pursuant to which 3DO or any of its Affiliates is authorized to use
any third party patents, trademarks or copyrights, including software ("3DO
Third Party Intellectual Property Rights") which are incorporated in, are, or
form a part of either any Intellectual Property Right included in the 3DO
Intangible Assets or Other 3DO Intellectual Property Rights or any product of
the 3DO Systems Division that is material to the current business of the 3DO
Systems Division and its Affiliates, and (iv) all material joint development
agreements which 3DO considers material to the business of the 3DO Systems
Division as currently conducted and as to which 3DO or any of its Affiliates is
a party relating to the 3DO Systems Division.
(b) 3DO has not received notice of any pending or threatened
actions, suits or proceedings with respect to any of its Intellectual Property
Rights subject to this Agreement which could materially and adversely affect 3DO
Transferred Assets or the transactions contemplated by this Agreement, other
than as set forth in Exhibit D, attached hereto.
(c) Title to Assets. 3DO has good and marketable title to all
of the 3DO Transferred Assets other than the 3DO Leased Physical Assets, whether
real, personal, tangible or intangible and good title to its leasehold estate in
the 3DO Leased Physical Assets. All of 3DO Transferred Assets are free and clear
of restrictions on or conditions to transfer or assignment and free and clear of
mortgages, liens, pledges, encumbrances, claims, conditions or restrictions,
except: (i) those for current taxes not yet due and payable; (ii) liens, imposed
by law, such as mechanics', workers' and other like liens arising in the
ordinary course of business in respect of obligations that are not yet due and
payable and (iii) with respect to the 3DO Leased Physical Assets, the conditions
and rights imposed by the leases respecting the 3DO Leased Physical Assets.
(d) Absence of Undisclosed Liabilities. 3DO has no material
liability or obligation, either accrued, absolute, contingent or otherwise,
relating to 3DO Transferred Assets, except as set forth on Exhibit D attached
hereto.
(e) Contracts. Except for the leases and agreements listed and
described in Exhibit A hereto related to 3DO Leased Physical Assets or other
contracts or agreements listed on
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Exhibit A, it is not a party to or otherwise bound by the terms of any contract,
agreement, obligation or proposal (whether written or oral) in any way
materially affecting Samsung's right to Use the 3DO Transferred Assets. All such
leases and agreements are valid and binding contracts enforceable against the
parties thereto in accordance with their terms. 3DO is not in default of any
such leases or agreements.
(f) Compliance With Laws and Regulations. It is not in
violation of any federal, state, local or foreign statute, law, rule or
regulation which could reasonably be expected to materially interfere with the
conduct of the business of Newco, or with Samsung's or Newco's ownership of the
3DO Transferred Assets. 3DO is not presently subject to any order, injunction or
decree issued by any Governmental Authority relating to its Transferred Assets
or the 3DO Systems Division.
(g) 3DO Employees. Each 3DO Employee has executed a proprietary
information agreement. To the best knowledge of 3DO, no 3DO Employee is
obligated under any contract or agreement, or subject to any judgment, decree or
order of any court or other Governmental Authority that would conflict with such
employee's obligation to use his best efforts to promote the interests of Newco
(assuming such employee's employment by Newco) or that would conflict with
Newco's conduct of its business, as contemplated by this Agreement. To the best
knowledge of 3DO, no 3DO Employee is in violation of any term of any employment
contract, non-competition agreement, or any other contract or agreement relating
to the relationship of any such employee with 3DO, any 3DO Affiliate or any
previous employer.
(h) Underlying Documents. Any underlying documents listed or
described in Exhibit D or in any other exhibit hereto have heretofore been
furnished to or made available to Samsung. All such documents furnished to or
made available to Samsung are complete and correct copies, and there are no
amendments or modifications thereto, except as expressly noted in Exhibit D.
(i) No Options. Other than this Agreement, there are no
existing agreements, options, commitments or rights with, of or to any person to
acquire all or any portion of the 3DO Systems Division or the 3DO Transferred
Assets, or any interest therein, except for contracts entered into in the normal
course of the 3DO Systems Division consistent with past practice.
(j) Creditor's Rights. The transactions contemplated by this
Agreement will not give rise to any right of any creditor of 3DO whatsoever to
any of the 3DO Transferred Assets in the hands of Samsung or Newco after the
Closing except pursuant to the Assumed Liabilities.
(k) Public Reports. 3DO has and, at the Closing Date will have,
filed all required forms, reports and documents with the United States
Securities and Exchange Commission since August 31, 1995 (collectively, the "SEC
Reports"), all of which have and shall have complied in all material respects
with all applicable requirements of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 3DO is
current in all of its
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required filings under the Exchange Act. As of their respective dates of filing
in final or definitive form (or, if amended or superseded by a subsequent
filing, then on the date of such subsequent filing), none of the SEC Reports,
including, without limitation, any financial statements or schedules included
therein, contained or shall have contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
in which they were made, not misleading. Each of the balance sheets (including
the related notes) included in the SEC Reports fairly presents the consolidated
financial position of 3DO and its subsidiaries as of the respective dates
thereof, and the other related financial statements (including the related
notes) included therein fairly presented the consolidated results of operations
and changes in financial position of 3DO and its subsidiaries for the respective
periods indicated, except, in the case of interim financial statements, for
year-end audit adjustments, consisting only of normal recurring accruals. Each
of the financial statements (including the related notes) included in the SEC
Reports has been prepared in accordance with GAAP consistently applied during
the periods involved, except as otherwise noted therein.
(l) Disclosure. No representation, warranty or statement by 3DO
in this Agreement (including the Exhibits hereto), or in any written certificate
required by this Agreement to be furnished to Samsung or its counsel pursuant to
this Agreement contains or will contain any untrue statement of material fact or
omits or will omit to state a material fact necessary to make the statements
made herein or therein, in light of the circumstances under which they were
made, not misleading.
(m) Litigation. There are no actions, suits or other
proceedings pending or, to the best of its knowledge, threatened, before any
arbitrator, court or other Governmental Authority and no facts or circumstances
which could reasonably be expected to give rise to a claim, action, suit or
proceeding which could materially and adversely affect the 3DO Transferred
Assets or the transactions contemplated by this Agreement, other than as set
forth in Exhibit D attached hereto.
VI.
SURVIVAL OF WARRANTIES AND INDEMNIFICATION
VI.1 Survival of Warranties. All representations and warranties made
by 3DO or Samsung herein, or in any certificate, schedule or exhibit delivered
pursuant hereto, shall survive the Closing and continue in full force and effect
for a period of the longer of (i) one (1) year from the Closing Date or (ii) the
period from the Closing Date until thirty days after the expiration of the
applicable statutes of limitation.
VI.2 Indemnified Losses. For the purpose of this Article VI and when
used elsewhere in this Agreement, "Loss" shall mean and include any and all
liability, loss, damage, claim, charge, expense, cost, interest, fine, fee,
penalty, amounts paid in settlement, obligation or injury, whether accrued,
absolute, contingent or otherwise, including, without limitation, those
resulting from any
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and all actions, suits, investigations, proceedings, hearings, demands,
assessments, judgments, decrees, awards, injunctions, orders, rulings, or
arbitrations, together with reasonable costs and expenses including the
reasonable attorneys' fees and other legal costs and expenses relating thereto.
VI.3 Indemnification by 3DO. Subject to the provisions set forth in
this Article VI, 3DO agrees to defend, indemnify and hold harmless Samsung and
any present, past or future parent, subsidiary (including Newco), Affiliate,
director, officer, employee, shareholder or agent of Samsung (collectively, the
"Samsung Indemnitees") from and against and in respect to the entirety of any
Loss which arises out of, results from, is caused by or attributable to:
(a) any breach or inaccuracy or misrepresentation in any of the
representations or warranties or covenants or agreements of 3DO made in this
Agreement (including any exhibit hereto) or in documents to be delivered by 3DO
at Closing;
(b) any liability of 3DO which is not an Assumed Liability;
(c) the operations and business of the 3DO Systems Division,
other than Assumed Liabilities; or
(d) taxes, of any kind or nature, arising out of, or payable
with respect to, 3DO business operations and any tax imposed on 3DO by any
Governmental Authority in the United States resulting directly from the transfer
of the 3DO Transferred Assets.
VI.4 Indemnification by Samsung. Subject to the provisions set forth
in this Article VI, Samsung agrees to defend, indemnify and hold harmless 3DO,
any present, past or future parent, subsidiary, Affiliate, director, officer,
employee, shareholder or agent of 3DO (collectively, the "3DO Indemnitees") from
and against and in respect of the entirety of any Loss which arises out of,
results from, is caused by or attributable to:
(a) any breach or inaccuracy or misrepresentation in any of the
representations or warranties, or covenants or agreements of Samsung made in
this Agreement (including any exhibit hereto);
(b) the failure of Samsung to timely pay or perform any of the
Assumed Liabilities; provided that, with respect to the indemnification
obligations under this Section VI.4(b), upon assumption of the Assumed
Liabilities by Newco, Newco shall be deemed to assume Samsung's indemnification
obligations under this Section VI.4(b);or
(c) taxes, of any kind or nature, arising out of, or payable
with respect to, Samsung business operations and any tax imposed by any
Governmental Authority in the Republic of Korea resulting directly from the
transfer of the 3DO Transferred Assets.
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VI.5 Indemnification Procedure.
(a) Claim. Whenever any Loss shall be asserted against or
incurred by a Samsung Indemnitee or 3DO Indemnitee (the "Indemnified Party"),
for which a claim of indemnity can be made under Section VI.3 or VI.4, the
Indemnified Party shall give prompt written notice thereof (a "Claim") to 3DO or
Samsung, as appropriate (the "Indemnifying Party"). The Indemnified Party shall
furnish to the Indemnifying Party in reasonable detail such information as the
Indemnified Party may have with respect to the Claim (including, in any case,
copies of any summons, complaint or other pleading which may have been served on
it and any written claim, demand, invoice, billing or other document evidencing
or asserting the same). The failure, or any delay, to give such notice shall not
relieve the Indemnifying Party of its indemnification obligations under this
Agreement, unless and then solely to the extent that the failure to give such
notice to the Indemnifying Party prevents the Indemnifying Party from raising a
defense to the Claim or otherwise materially and adversely affects the
Indemnifying party's ability to defend against the Claim. The Indemnified Party
shall cooperate in good faith with the Indemnifying Party in resolving any Claim
and shall use commercially reasonable efforts (at the expense of the
Indemnifying Party) to mitigate any Losses which are the subject to such Claim.
Subject to Section VI.5(c), the Indemnifying Party shall use reasonable efforts
to keep the Indemnified Party advised of material developments in the defense of
the Claim, and shall consult with the Indemnified Party during the course of any
settlement negotiations.
(b) Dispute of Claim. If the Indemnifying Party disputes the
Loss presented in the Claim, the Indemnifying Party shall notify the Indemnified
Party of such disagreement within thirty (30) days of the receipt of the Claim.
Thereupon, the Indemnified Party and the Indemnifying Party will negotiate in
good faith and use reasonable efforts to resolve their differences with respect
to the Claim during the thirty (30) days following the Indemnifying Party's
notice of disagreement to the Indemnified Party. In the event such dispute is
not resolved upon the expiration of the thirty (30) day period following the
Indemnifying Party's notice of disagreement to the Indemnified Party, the
parties shall resolve the dispute in accordance with the terms of Section IX.12
hereof.
(c) Third Party Claims. If the Claim is based on a claim of a
Person that is not a party to this Agreement, the Indemnifying Party will have
the right, at its expense, to undertake the defense of such third party claim (a
"Third Party Claim") with attorneys of its own choosing reasonably satisfactory
to the Indemnified Party so long as the following conditions are satisfied (the
"Third Party Claim Defense Conditions"): (i) the Indemnifying Party notifies the
Indemnified Party in writing within ten (10) days after the Indemnified Party
has given notice of the Third party Claim that the Indemnifying Party will
indemnify the Indemnified Party from and against the entirety of the Loss
arising out of the Third Party Claim, (ii) the Indemnifying Party provides the
Indemnified Party with evidence acceptable to the Indemnified Party that the
Indemnifying Party will have the financial resources necessary to defend against
the Third Party Claim and fulfill its indemnification obligations hereunder,
(iii) the Third Party Claim involves only money damages and does not seek an
injunction or other equitable relief, (iv) the Indemnifying Party conducts the
defense of the Third Party Claim actively and diligently and (v) the Indemnified
Party is kept informed by the
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<PAGE> 18
Indemnifying Party with respect to, and shall have the right to participate in,
the contest, defense, settlement or compromise of the Third Party Claim. In the
event the Indemnifying Party fails to elect to defend the Third Party Claim
within such ten (10) day period or upon the failure of any other Third Party
Claim Defense Condition, the Indemnified Party may, at the Indemnifying Party's
expense, undertake the defense of the Third Party Claim and may compromise or
settle the Third Party Claim.
(d) Consent. The Indemnifying Party shall not consent to entry
of any judgment, or enter into any settlement, with respect to a Third Party
Claim, except with the consent of the Indemnified Party, which consent shall not
be unreasonably withheld or delayed.
VI.6 Period for Making Claims. A claim for indemnification under
this Article VI may be brought, if at all, any time after the Closing Date, with
respect to any claim or claims for indemnification under this Article VI,
provided, however, that any claim under Sections V1.3(a) or VI.4(a) with respect
to the inaccuracy or misrepresentation of a representation or warranty must be
brought, if at all, at any time prior to the time such representation or
warranty expires pursuant to Section VI.1.
VII.
TERM AND TERMINATION
VII.1 Term. This Agreement shall be binding on the Parties as of the
Execution Date and shall continue in full force and effect until the second
anniversary of the Closing Date, provided that this Agreement may be earlier
terminated (i) by mutual written agreement of Samsung and 3DO, (ii) by either
Samsung or 3DO, at its option, prior to the Closing, in the event of a failure
of a condition described in Article IV that the other party is obligated to
satisfy, if the other Party is unable or unwilling satisfy such condition within
twenty (20) Business Days after such Party notifies the other Party of its
intent to terminate this Agreement in accordance herewith, or (iii) by either
Samsung or 3DO at its option, if the Closing shall not have occurred by the
Target Closing Date set forth in Section IV.1, provided, however, that the right
to terminate this Agreement under this Section VII.1 (iii) shall not be
available to a Party whose failure to fulfill or perform any obligation under
this Agreement has been the cause of, or has resulted in the failure of, the
Closing to occur on or before such date.
VII.2 Effect of Termination. Articles I, II (including any licenses
set forth therein), III, V (for the periods specified in Section VI.1), VI, VII,
VIII and IX of this Agreement shall survive expiration or earlier termination of
this Agreement, except that Articles II (including the licenses set forth
therein), III, V, VI and Section VIII.2 shall not survive if termination occurs
prior to the Closing. If either SEC or 3DO or both terminate this Agreement
pursuant to Section VII.1 prior to Closing, except as set forth in the preceding
sentence, all obligations of Samsung and 3DO to the other Party shall terminate
without any liability to the other Party.
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VIII.
CONFIDENTIALITY AND SUPPORT OBLIGATIONS
VIII.1 Confidentiality.
(a) For purposes of this Section VIII.1 Newco shall be deemed
to be a Party. Except as expressly authorized herein each Party agrees not to
disclose to third parties the Confidential Information of any other Party or to
use the Confidential Information of any other Party for any purpose other than
to fulfill its obligations or exercise its rights under this Agreement. Without
limiting the generality of the foregoing, each Party agrees to do the following
with respect to Confidential Information of any other Party: (i) instruct and
require all of its employees, agents, and consultants to maintain the
confidentiality, and refrain from any unauthorized use, of the Confidential
Information; (ii) exercise at least the same degree of care to safeguard the
confidentiality and prevent the unauthorized use of such Confidential
Information as that Party exercises to safeguard its own Confidential
Information, but not less than reasonable care; (iii) restrict disclosure of
such Confidential Information to those of its employees, agents and consultants
who have a "need to know" for purposes consistent with the purposes for which
such Confidential Information was disclosed; and (iv) require such employees,
agents and consultants to sign non-disclosure agreements requiring them to
maintain the confidentiality and to refrain from any unauthorized use of such
Confidential Information. Each Party agrees to indemnify and hold harmless any
other Party with respect to any loss, expense or damage (including, without
limitation, reasonable attorneys' fees) which such Party suffers as a result of
a breach by the indemnifying Party of its obligations hereunder and to undertake
whatever action is necessary to remedy any such breach.
(b) The following information of a disclosing Party shall not
be treated as Confidential Information: (i) information published or otherwise
available to the public other than by an act or omission of any other Party;
(ii) information rightfully received by the recipient from a third party not
obligated to the disclosing Party (under this Agreement or otherwise) to keep
that information confidential; (iii) information rightfully known to the
recipient prior to disclosure by the disclosing Party; and (iv) information
independently developed by a Party.
(c) Each Party further agrees not to remove or destroy any
proprietary or confidentiality legends or markings placed upon any documentation
or other materials which contain or set forth Confidential Information of any
other Party and, to the extent copying is permitted, to copy such legends and
markings.
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VIII.2 Newco Support for MEI Obligations.
(a) Newco shall use its best efforts to provide to 3DO such
engineering and support services as shall permit 3DO to fulfill the engineering
and support obligations to MEI under the MEI License Agreement (the "Subcontract
Projects"). Upon request from 3DO, Newco shall utilize employees or consultants
or subcontractors that Newco reasonably deems qualified to perform the
Subcontract Projects. Such engineering or support services shall be provided, at
no cost or expense to 3DO, until such time as the cost of the services so
provided by Newco shall, in the aggregate, equal *** dollars ($***) (the
"Services Cap"). In calculating the aggregate cost of the services provided by
Newco to 3DO, such costs shall include and be limited to the actual salaries of
the employees of Newco who are designated to perform the Subcontract Services
and the actual out-of-pocket costs and other actual expenses necessarily
incurred in the provision of such services (the "Subcontract Project Costs").
(b) Notwithstanding the fact that the aggregate Subcontract
Project Costs of completing the Subcontract Projects exceed the Services Cap,
Newco shall continue to perform the Subcontract Projects upon 3DO's request,
and, in such event, Newco shall invoice 3DO promptly following the conclusion of
each calendar quarter for the Subcontract Project Costs actually incurred by
Newco during such calendar quarter for a period of *** after Closing and
provided that such services do not require more than *** in any month. 3DO
agrees that it shall pay Newco's invoice(s) regarding Subcontract Project Costs
in excess of the Service Cap within thirty (30) days after the date of its
receipt of any such invoice. In the event 3DO falls to timely pay such
Subcontract Project Costs, Newco may discontinue performance of its services
under this Section VIII.2.
(c) 3DO and Newco acknowledge and agree that their respective
representatives shall attend monthly meetings in the San Francisco Bay area, at
such times and places as shall be mutually agreed upon by such parties (which
agreement shall not be unreasonably withheld or delayed), in order to discuss
and review Newco's performance of the Subcontract Projects and to evaluate
Newco's progress with respect to any such projects then in process.
(d) Newco shall have no obligation to any Person other than 3DO
hereunder and no Person shall be a third party beneficiary of 3DO's rights
hereunder. Except as provided in the Subcontract Agreement entered into by Newco
and 3DO pursuant to Section VIII.2(e), in no event shall either Newco or 3DO be
liable for any incidental, consequential, special or punitive damages arising
out of this Section VIII.2, or the breach of any of its provisions other than
Section VIII.2(e).
(e) Newco and 3DO shall negotiate diligently and in good faith
after the Closing to enter into a subcontract agreement (the "Subcontract
Agreement") with respect to the subject matter of this Section VIII.2 on terms
consistent with this Section VIII.2 and such additional terms as are reasonably
acceptable to both parties, including, but not limited to, terms respecting
acceptance and cure periods.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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IX.
GENERAL PROVISIONS
IX.1 Nature of Relationship. This Agreement shall not be construed
as creating an agency, partnership, joint venture or any other form of legal
association between Samsung and 3DO, other than the contractual relationship as
expressly set forth herein. Neither Samsung nor 3DO shall have any right or
authority, express or implied, to assume or create any obligation of any kind,
or to make any representation or warranty, on behalf of any other Party or to
bind any other Party in any respect whatsoever.
IX.2 Assignment. Until the Closing, and, except as set forth in the
next sentence hereof, after Closing, neither Samsung or 3DO may assign or
otherwise transfer this Agreement or any rights or obligations hereunder,
whether voluntarily, by operation of law or otherwise, without the express
written consent of the other Party. After the Closing, Samsung may assign or
otherwise transfer this Agreement, together with its rights and obligations
hereunder, to Newco and Samsung or 3DO may assign or otherwise transfer this
Agreement, together with its rights and obligations hereunder, as part of a
Corporate Sale of such Party, provided that (a) the transferee agrees in writing
to be bound by this Agreement to the same extent as if a party hereto and
thereto, and (b) such Party shall remain liable for its obligations and the
other terms and conditions applicable to it under this Agreement. For the
purposes hereof a Corporate Sale of a Party, regardless of its form, shall
constitute an assignment of this Agreement.
IX.3 Severability. If any provision of this Agreement or the
application of any such provision is determined to be invalid, illegal or
unenforceable in any jurisdiction or as applied to particular circumstances,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or invalidate or render unenforceable such provision
in any other jurisdiction or other circumstances. To the extent permitted by
applicable law, the Parties waive any provision of law that renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.
The Parties shall, to the extent lawful and practicable, use their reasonable
efforts to enter into arrangements to reinstate the intended effect of any
provision held invalid, illegal or unenforceable.
IX.4 Amendment and Waiver. No amendment to this Agreement shall be
effective unless it is in writing, identifies with specificity the provisions of
this Agreement that are thereby amended, and is signed by each Party. Any
failure of a Party to comply with any obligation, covenant, agreement or
condition contained in this Agreement may be waived by the Party entitled to the
benefits thereof only by a written instrument duly executed and delivered by
such Party, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure of compliance.
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IX.5 Headings. The article and section headings of this Agreement
are for convenience of reference only and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.
IX.6 Remedies Cumulative. Except as may otherwise be specifically
provided in this Agreement, the rights and remedies of the Parties under this
Agreement are cumulative and are not exclusive of any other rights or remedies
the Parties may have, whether under this Agreement, or otherwise at law or in
equity. Equitable relief, including the remedies of specific performance and
injunction, shall be available with respect to any actual or attempted breach of
any obligation under this Agreement. Except as provided by Section VI of this
Agreement, neither Party shall be liable to the other for any incidental,
consequential, special or punitive damages arising out of this Agreement.
IX.7 Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the Parties and their permitted successors and assigns.
Nothing in this Agreement, whether express or implied, shall give or be
construed to give any Person (other than the Parties and their permitted
successors and assigns and the Samsung Indemnitees and 3DO Indemnitees) any
legal or equitable right, remedy or claim under or in respect of this Agreement.
IX.8 Counterparts. This Agreement may be executed by the Parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same agreement. This Agreement shall not become effective until one or more
counterparts have been executed and delivered by each of Samsung and 3DO and
Newco.
IX.9 Entire Agreement This Agreement, together with the exhibits and
other attachments hereto and thereto, constitutes the entire agreement of the
Parties with respect to the subject matter hereof and thereof and supersedes all
prior and contemporaneous agreements and understandings (written, oral or
otherwise) with respect to such subject matter. Despite the preceding sentence,
the Memorandum of Understanding between Samsung and 3DO dated October 17, 1996
(the "MOU") shall survive the execution of this Agreement and shall continue in
force and effect until the occurrence of the Closing. Upon the occurrence of the
Closing, the MOU shall become null and void and of no further force and effect.
IX.10 Construction. References in this Agreement to any gender
include references to all genders, and references in this Agreement to the
singular include references to the plural and vice versa. References in this
Agreement to a Party or other Person include their respective permitted
successors and assigns. Unless the context otherwise requires, references in
this Agreement to Articles, Sections or Exhibits shall be deemed references to
Articles and Sections of, and Exhibits to, this Agreement. Unless the context
otherwise requires, the words "hereof", "hereby" and "herein" and words of
similar meaning when used in this Agreement refer to this Agreement in its
entirety and not to any particular Article, Section or provision of this
Agreement. This Agreement shall be fairly interpreted in accordance with its
terms and without any construction in favor of or against any
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of the Parties. The term "knowledge," when used in relation to a Person, means
the knowledge of such Person's officers and directors.
IX.11 Governing Law; Governing Language. This Agreement shall in all
respects be governed by and construed in accordance with the internal laws of
the State of California applicable to agreements made and to be performed
entirely within the State of California, without regard to the conflict of laws
principles of the State of California. This Agreement shall be interpreted in
accordance with the English meaning of its terms.
IX.12 Dispute Resolution.
(a) Escalation. If the Parties have any problems or disputes
arising from or otherwise relating to this Agreement, such problems or disputes
shall first be submitted to the Parties' respective relationship coordinators,
and, in the event the relationship coordinators cannot agree, to senior
executives designated by each Party at that time, for discussion in an effort to
determine whether an amicable resolution regarding any such problem or dispute
may be achieved. Such efforts shall continue for at least thirty (30) days from
the date a Party receives notice from another Party to initiate this escalation
procedure and shall be a precondition to initiate any legal action with any
court or Governmental Authority or otherwise pursuing its remedies under this
Agreement or at law or in equity, provided, however, that either Party shall be
entitled to immediately proceed to file an action in any appropriate court to
seek temporary or permanent injunctive or other equitable relief if such
immediate relief is appropriate and reasonably necessary to protect that Party's
rights.
The initial relationship coordinators will be Jae Beom Kim for
Samsung and Hugh C. Martin for 3DO. Such Parties each may designate a new
relationship coordinator by providing written notice of such change to the other
Party or Parties,
(b) Litigation Forum and Venue. Each Party irrevocable consents
to and submits itself to the exclusive Jurisdiction of the United States
District Court for the Northern District of California (or the Superior Court
for the City and County of San Francisco for any claim that cannot be asserted
in federal court) for the purposes of any suit, action or other proceeding in
connection with any controversy, claim or dispute arising from or otherwise
relating to this Agreement or to enforce any resolution, settlement, order or
award made with respect to any such matter. Each Party irrevocably waives and
agrees not to assert (by way of motion, as a defense or otherwise) in any such
suit, action or proceeding, any claim that (i) it is not personally subject to
the jurisdiction of such court, (ii) the suit, action or proceeding is brought
in an inconvenient forum, or (iii) the venue of the suit, action or proceeding
is improper.
(c) Service of Process. Each Party irrevocably consents to
service of process in any action, suit or proceeding by personal service or by
the transmittal of copies thereof in the English language (without any
requirement for translation) in accordance with the provisions of Section XI.13,
provided that a reasonable period for appearance is allowed. The foregoing,
however,
-22-
<PAGE> 24
shall not limit the right of either party to serve process in any other manner
permitted by law. Any judgment against a Party or the assets of a party in any
action, suit or proceeding for which such Party has no further right of appeal
shall be conclusive, and may be enforced in other jurisdictions by suit on the
judgment. A certified or true copy of any such judgment shall be conclusive
evidence of authorization of any U.S. and/or Korean governmental body, as the
case may be, that may be required by applicable law.
IX.13 Notices. All notices, consents, approvals and other
communications to be given to any Party shall be in writing and in the English
language in order to be effective. Any notice shall be deemed given when
delivered by hand, courier or overnight delivery service, or seven (7) Business
Days after being mailed by certified or registered mail, return receipt
requested, with appropriate postage prepaid, or when received in the form of a
facsimile, and shall be directed as specified below (or at such other address or
facsimile number as such Party shall designate by like notice):
(a) If to Samsung:
Samsung Electronics Co., Ltd.
Strategic Planning Team, Semiconductor Business
San #24, Nongseo-Ri, Kiheung-Eup
Yongin-City, Kyunggi-Do, Korea
Telephone: 82-2-760-7250
Facsimile: 82-2-760-7202
Attention: Jae Beom Kim
With a copy to:
Samsung Electronics Co., Ltd.
Legal Department
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Telephone: (82)-(2)-727-7234
Facsimile: (82)-(2)-727-7179
Attention: General Counsel
(b) If to 3DO:
The 3DO Company
600 Galveston Drive
Redwood City, California 94063
Telephone: (415) 261-3000
Facsimile: (415) 261-3151
Attention: General Counsel
-23-
<PAGE> 25
IX.14 Attorneys' Fees. If a Party commences a legal action or other
legal proceeding against the other Party to enforce or seek remedies for breach
of this Agreement, the prevailing Party in such proceeding shall be entitled to
recover from the other Party the reasonable costs and expenses incurred by the
prevailing Party in connection with such proceeding, including, but not limited
to, court costs and reasonable attorneys' fees.
IX.15 Expenses. The Parties hereto shall each bear their own costs
and expenses (including attorneys' fees) incurred in connection with the
negotiation and preparation of this Agreement and consummation of the
transactions contemplated hereby.
IX.16 Further Assurances. The Parties each agree to perform such
acts, execute and deliver such instruments and documents, and do all such other
things as may be reasonably necessary to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation,
cooperating fully with the other Parties by provision of information necessary
to make all filings by the other Parties with Governmental Authorities pursuant
to Sections II.7 and III.2 hereof.
-24-
<PAGE> 26
IN WITNESS WHEREOF, Samsung and 3DO have caused this instrument to
be executed by their duly authorized and empowered officers and representatives
as of the day and year first written above.
SAMSUNG ELECTRONICS CO., LTD. THE 3DO COMPANY
By: /s/ DAEJE CHIN By: /s/ HUGH C. MARTIN
-------------------------- -------------------------------------
Printed Name: Daeje Chin Printed Name: Hugh C. Martin
--------------- -------------------------
Title: Executive Vice Title: President
President & CEO
----------------------- --------------------------------
For the purpose of Section VI.4(b) and Article VIII, this Agreement is accepted
and agreed to by Newco as of the day and year first written above.
AGT, Inc.
By: /s/ TOBIN E. FARRAND
--------------------------------------
Printed Name: Tobin E. Farrand
----------------------------
Title: CEO
----------------------------------
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<PAGE> 27
<TABLE>
<CAPTION>
LIST OF EXHIBITS
<S> <C>
Exhibit A: 3DO Transferred Assets and Assumed Liabilities
Exhibit B: 3DO Employees
Exhibit C: Allocation of Purchase Price
Exhibit D: Disclosure Schedule
</TABLE>
<PAGE> 28
Exhibit A
3DO CONTRIBUTIONS
[Please See Attached]
-2-
<PAGE> 29
Exhibit A-1
3DO OWNED PHYSICAL ASSETS
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
1. 3DO Opera Units Panasonic FZ- 1
2. 3DO Opera Units Panasonic FZ- 10 (Certification Units)
3. 3DO Opera Units Panasonic FZ-10
4. 3DO Opera Units Sanyo Try
5. A/V Selector Sony
6. Amplifier Alesis RA 100
7. Amplifier/Tuner Harmon Kardon AUR-25
8. AV Selector Sony SBV665
9. AV Selector Sony SBV665
10. CD-I Player Philips CDI910
11. CD-ROM Drive ADVANTAGE EXT CDROM DRIVE
12. CD-ROM Drive APPLE EXT CDROM DRIVE
13. CD-ROM Drive Apple CD300i Plus
14. CD-ROM Drive Apple CD300
15. CD-ROM Drive Apple CD600E
16. CD-ROM Drive Apple
17. CD-ROM Drive Apple CD300
18. CD-ROM Drive Apple
19. CD-ROM Drive Apple CD300
20. CD-ROM Drive Apple CD300
21. CD-ROM Drive APPLE EXT CDROM DRIVE
22. CD-ROM Drive Apple CD300
23. CD-ROM Drive Apple
24. CD-ROM Drive APPLE EXT CDROM DRIVE
25. CD-ROM Drive APPLE EXT CDROM DRIVE
26. CD-ROM Drive Apple CD150
27. CD-ROM Drive Apple
28. CD-ROM Drive Creative Labs CR563
29. CD-ROM Drive IBM 7210-001
30. CD-ROM Drive N/A EXT CDROM DRIVE
31. CD-ROM Drive NUDESIGN EXT CDROM DRIVE
32. CD-ROM Drive PHILLIPS CD ROM RECORDER
33. CD-ROM Drive POWERUSER EXT CDROM DRIVE
34. CD-ROM Drive Smart & Friendly
35. CD-ROM Drive SUN EXT CDROM DRIVE
36. CD-ROM Drive Sun 4 Drive Stack
37. CD Player Memorex MD2500
38. CD ROM RECORDER PHILLIPS CD ROM RECORDER
39. CD ROM RECORDER PHILLIPS CD ROM RECORDER
40. Chairs Various Desk and conference room chairs
41. Computer A-OPEN PC CLONE 166 MHZ
42. Computer A-Open P166
</TABLE>
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<PAGE> 30
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
43. Computer A-Open P133
44. Computer A-OPEN PC CLONE 133 MHZ
45. Computer Apple Duo 230
46. Computer Apple PowerMac 8100/80AV
47. Computer Apple Quadra 650
48. Computer Apple Mac Quadra 700
49. Computer Apple QUADRA 700
50. Computer Apple Power Mac 8500/120
51. Computer Apple Power Mac 8100/100AV
52. Computer Apple PowerMac 8100/100AV
53. Computer Apple PowerMac 8500/120
54. Computer Apple PowerPC 7100/80AV
55. Computer Apple PowerPC 8100/100
56. Computer Apple PowerMac 8100/100
57. Computer Apple PowerPC 7100/80
58. Computer Apple PPC 7100/80
59. Computer Apple Quadra 800
60. Computer Apple Duo 230
61. Computer Apple QUADRA 700
62. Computer Apple MAC CLASSIC II
63. Computer Apple QUADRA 800
64. Computer Apple Mac Quadra 800
65. Computer Apple Mac IICI
66. Computer Apple Quadra 800
67. Computer Apple Mac Quadra 800
68. Computer Apple Quadra 800
69. Computer Apple Quadra 950
70. Computer Apple QUADRA 800
71. Computer Apple Quadra 800
72. Computer Apple Quadra 700
73. Computer Apple Quadra 800
74. Computer Apple Duo 230
75. Computer Apple Quadra 800
76. Computer Apple CENTRIS 610
77. Computer Apple QUADRA 800
78. Computer Apple Mac Quadra 800
79. Computer Apple QUADRA 800
80. Computer Apple QUADRA 700
81. Computer Apple Quadra 700
82. Computer Apple Duo
83. Computer Apple Duo
84. Computer Apple Duo
85. Computer Arche 386/33
86. Computer Compaq DESKPRO 5166
87. Computer Compaq DESKPRO 5166
88. Computer Compaq Deskpro 5166
89. Computer Compaq Deskpro 5166
90. Computer Compaq Deskpro 5166
91. Computer Compaq Deskpro 5166
92. Computer Compaq DESKPRO 5166
93. Computer Compaq Deskpro 5166
</TABLE>
-4-
<PAGE> 31
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
94. Computer Compaq DESKPRO 5166
95. Computer Compaq Deskpro 5166
96. Computer Compaq DESKPRO 5166
97. Computer Compaq 5133
98. Computer Compaq Deskpro 5120
99. Computer Compaq Deskpro 5120
100. Computer Compaq DESKPRO 5166
101. Computer Dell Dimension XPS-P133
102. Computer Dell P133 Optiplex GMT5133
103. Computer Dell Dimension XPS-P133
104. Computer Force C-Cube
105. Computer IBM System 6000/250
106. Computer Micro Mellinia Plus
107. Computer Micron MILLENIA PLUS PC CLONE
108. Computer Micron M5BHIPLUS-P166
109. Computer Micron MILLENIA PLUS PC CLONE
110. Computer Micron P133PC1
111. Computer Micron P133-PC1
112. Computer Micron P133 PCI
113. Computer Micron P133PCI
114. Computer Micron P166
115. Computer Micron POWERSTATION
116. Computer Micron MILLENIA PLUS PC CLONE
117. Computer Micron MILLENIA PLUS P166 MHZ
118. Computer Micron P133PCI
119. Computer Micron
120. Computer MSN 486DX/66 PCI
121. Computer MSN 486DX-66PCI
122. Computer MSN 486DX/66 PCI
123. Computer NCD MCX-L
124. Computer NetPower NETPOWER FAST SERIES MP
125. Computer NetPower Calisto
126. Computer WIT PC
127. Computer WIT PC CLONE
128. Computer WIT 486DX
129. Computer NON-DESCRIPT CPU-TYPE ITEM
130. Computer CPU-LIKE ITEM, NO OTHER DETAIL
131. Computer DUO POWERBOOK
132. Computer Laptop Apple Duo
133. Computer Laptop Apple Duo
134. Computer Laptop Apple Duo
135. Computer Laptop Apple Duo
136. Computer Laptop Micron Millennium Transport
137. Computer Laptop Micron NVK001221-00
138. Computer Laptop
139. Computer Laptop
140. Concentrator SYNOPSIS 3000 CONCENTRATOR
141. Concentrator SYNOPSIS 3000 CONCENTRATOR
142. Cubicles Various Approx. 120
143. Disk Array Falcon
144. Disk Array Falcon
</TABLE>
-5-
<PAGE> 32
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
145. Disk Array Falcon
146. Docking Station Apple Duo Dock
147. Docking Station Apple Duo Dock
148. Docking Station Apple Duo Dock
149. Docking Station Apple Duo Dock
150. Docking Station Apple Duo Dock
151. Docking Station Apple Duo Dock
152. Docking Station Apple Duo Dock
153. Docking Station Apple Duo Dock
154. Docking Station Apple Duo Dock
155. Docking Station Apple Duo Dock
156. Docking Station Apple Duo Dock
157. Docking Station Apple Duo Dock
158. Docking Station Micron
159. Docking Station Micron Port Replicator
160. Docking Station Micron
161. Docking Station Micron
162. Docking Station DUO DOCK
163. Electron Microscope Schott KL1500
164. Electron Microscope Vision Engineering Mantis
165. External Drive PINNACLE MICRO EXT REMOVABLE DRIVE
166. Fax Machine HP Fax 310
167. Fax Machine HP Fax 310
168. Fax Machine HP HP Fax 700
169. Hard Drive Acropolis
170. Hard Drive Acropolis
171. Hard Drive ADVANTAGE EXT HD
172. Hard Drive ADVANTAGE EXT HD 1000
173. Hard Drive ADVANTAGE EXT HD
174. Hard Drive ADVANTAGE EXT HD
175. Hard Drive Advantage
176. Hard Drive Andataco
177. Hard Drive Andataco
178. Hard Drive ANDATACO EXT HD
179. Hard Drive Andataco
180. Hard Drive Andataco
181. Hard Drive Andataco
182. Hard Drive Andataco
183. Hard Drive Andataco
184. Hard Drive Apple CD300
185. Hard Drive Apple EXT HD 160 SC
186. Hard Drive APS EXT HD
187. Hard Drive APS EXT HD
188. Hard Drive Avcom
189. Hard Drive AVCOM EXT HD
190. Hard Drive Falcon EXT HD
191. Hard Drive Falcon 9 GB
192. Hard Drive Falcon
193. Hard Drive Falcon Systems CFP10805
194. Hard Drive LACIE EXT HD
195. Hard Drive LACIE EXT HD
</TABLE>
-6-
<PAGE> 33
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
196. Hard Drive Micronet SS1012
197. Hard Drive Micronet EXTERNAL HD
198. Hard Drive Micronet EXT HD
199. Hard Drive Micronet 1 GB
200. Hard Drive Micronet SS-1012
201. Hard Drive Micronet Hard Disk 1000
202. Hard Drive Micronet EXT HD
203. Hard Drive Micronet EXT HD
204. Hard Drive Micronet EXT HD
205. Hard Drive Micronet
206. Hard Drive Micronet EXTERNAL HD
207. Hard Drive Micronet 1 GB
208. Hard Drive Micronet 1 GB
209. Hard Drive NCA
210. Hard Drive NCA EXT HD
211. Hard Drive NCA EXT HD
212. Hard Drive NuDesign Quantum 550
213. Hard Drive PowerUser
214. Hard Drive PowerUser PowerUser Pro
215. Hard Drive PowerUser EXT HD
216. Hard Drive PowerUser PowerUser Pro
217. Hard Drive PowerUser EXT HD
218. Hard Drive PowerUser EXT HD
219. Hard Drive STORAGE DIMENSIONS EXT HD
220. Hard Drive Sun
221. Hard Drive Sun
222. Hard Drive
223. Hard Drive EXTERNAL HD
224. Hub Assante 10T Hub/8
225. Hub HP Ethertwist Hub Plus
226. Keyboard Fatar Studio 610 Plus
227. Laser Disc Player Pioneer LDV8000
228. Laser Disc Player Pioneer CLD-V2600
229. Laser Disc Player Pioneer CLD990
230. Laser Disc Player Pioneer CLD D505
231. Laser Printer HP TOOLS HP4SI/MX
232. Laser Printer HP LASERJET 4 MV
233. Laser Printer QMS QMS LASER PRINTER
234. Laser Printer SUN SPARCPRINTER
235. Laserdisc Player SONY LASERMAX MULTIDISC PLAYER
236. Logic Analyzer HP 16500A
237. Logic Analyzer HP 16500A
238. Logic Analyzer HP LOGIC ANALYZER
239 Logic Analyzer HP LOGIC ANALYZER
240. Logic Analyzer HP 136CH
241. Logic Analyzer HP 1660A
242. Logic Analyzer HP 16500A
243. Logic Analyzer HP 1660A
244. Microscope VISION EDGE MICROSCOPE
245. Midi Sound Generator Roland SC-55
246. Mixer - 12 Channel Mackie Microseries 1202
</TABLE>
-7-
<PAGE> 34
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
247. Mixer - 12 Channel Mackie Microseries 1202
248. Mixer - 12 Channel Mackie Micro 1202-BLZ
249. MODELSOURCE SYNOPSIS MODELSOURCE MSU-D160Q-H-00-P
MSU-D160Q-H-00-P
250. Modulation Domain HP 53310A
Analyzer
251. Monitor Panasonic CT-1383Y
252. Monitor 12" Apple 12" Monitor
253. Monitor 12" Apple
254. Monitor 12" Apple Black & White 12"
255. Monitor 12" EYE
256. Monitor 13" Apple 13" Color Monitor
257. Monitor 13" Apple 13" COLOR MONITOR
258. Monitor 13" Apple 13" COLOR MONITOR
259. Monitor 13" Apple
260. Monitor 13" Apple
261. Monitor 13" EYE 13" AMBER MONITOR
262. Monitor 13" Mitac
263. Monitor 13" Sony PVM1344Q
264. Monitor 13" Sony PVM1344Q
265. Monitor 13" Sony PVM1344Q
266. Monitor 14" Apple Color
267. Monitor 14" Apple 14" Monitor
268. Monitor 14" Apple 14" Color Monitor
269. Monitor 14" Apple 14" Display
270. Monitor 14" Apple 14" COLOR MONITOR
271. Monitor 14" Apple AudioVision 14" Monitor
272. Monitor 14" Compaq 443-P
273. Monitor 14" CTX 14" COLOR MONITOR
274. Monitor 14" EverSync
275. Monitor 14" Goldstar 14" Monitor
276. Monitor 14" Leading Edge CMC1414AD-9
277. Monitor 14" Sony CPD1430
278. Monitor 14" RGB Apple 14" RGB
279. Monitor 15" NEC 4FGE
280. Monitor 15" NEC 4FGE
281. Monitor 15" NEC 15" COLOR MONITOR
282. Monitor 15" NEC Multisync 4FGE
283. Monitor 16" Apple 16" Color Display
284. Monitor 16" Apple 16" Color Display
285. Monitor 16" Apple 16" Color Display
286. Monitor 16" Apple 16" Color Display
287. Monitor 16" Apple 16" Color Display
288. Monitor 16" Apple 16" Color Display
289. Monitor 16" Apple 16" Color Display
290. Monitor 16" Apple 16" Color Display
291. Monitor 16" Apple 16" Color Display
292. Monitor 16" Apple 16" Color Display
293. Monitor 16" Apple 16" Color Display
294. Monitor 16" Apple 16" Color Display
295. Monitor 16" Apple 16" Color Display
</TABLE>
-8-
<PAGE> 35
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
296. Monitor 16" Apple 16" Color Display
297. Monitor 16" Apple 16" Color Display
298. Monitor 16" Apple 16" Color Display
299. Monitor 16" Apple 16" Color Display
300. Monitor 16" Apple 16" Color Display
301. Monitor 16" NCD 16X69A
302. Monitor 16" NCD 16X69A
303. Monitor 16" NCD 16X69A
304. Monitor 16" Nokia
305. Monitor 16" Nokia 447E
306. Monitor 16" Sun
307. Monitor 17" Apple 17" COLOR MONITOR
308. Monitor 17" Apple 17" COLOR MONITOR
309. Monitor 17" Apple 17" Color Display
310. Monitor 17" Apple 17" Color Monitor
311. Monitor 17" Apple Multiscan 17
312. Monitor 17" Apple 17" COLOR MONITOR
313. Monitor 17" Apple 17" COLOR MONITOR
314. Monitor 17" Apple 17" COLOR MONITOR
315. Monitor 17" Apple 17" COLOR MONITOR
316. Monitor 17" Apple 17" COLOR MONITOR
317. Monitor 17" Apple 17" COLOR MONITOR
318. Monitor 17" Apple 1710AV
319. Monitor 17" Dell D17-28D
320. Monitor 17" Hitachi Supervision Elite 17
321. Monitor 17" Hitachi CM1797MUZ
322. Monitor 17" Hitachi Superscan Elite 17
323. Monitor 17" HP
324. Monitor 17" IIYAMA 17" COLOR MONITOR
325. Monitor 17" Iiyama Vision Master 17
326. Monitor 17" MAG 17" COLOR MONITOR
327. Monitor 17" MAG MXP17F
328. Monitor 17" MAG 17" COLOR MONITOR
329. Monitor 17" Nanau F5501
330. Monitor 17" NCD 17" COLOR MONITOR
331. Monitor 17" NCD 17" COLOR MONITOR
332. Monitor 17" NCD 16X69A
333. Monitor 17" NCD 17" Color Monitor
334. Monitor 17" NEC Multisync XE17
335. Monitor 17" NEC 17" COLOR MONITOR
336. Monitor 17" NEC Multisync 5FG
337. Monitor 17" Radius
338. Monitor 17" Radius 460
339. Monitor 17" Radius 17" COLOR MONITOR
340. Monitor 17" Radius Precision Color
341. Monitor 17" Radius 460
342. Monitor 17" Radius
343. Monitor 17" Radius 17" Color Monitor
344. Monitor 17" Radius
345. Monitor 17" Radius 460
346. Monitor 17" Radius 460
</TABLE>
-9-
<PAGE> 36
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
347. Monitor 17" Radius
348. Monitor 17" Radius 460
349. Monitor 17" Radius
350. Monitor 17" Radius 17" Color Monitor
351. Monitor 17" Radius
352. Monitor 17" Radius 17" COLOR MONITOR
353. Monitor 17" Sony 17" COLOR MONITOR
354. Monitor 17" Sony 17SF
355. Monitor 17" Sony 17SE
356. Monitor 17" Sony 17SF
357. Monitor 17" Sony 17" COLOR MONITOR
358. Monitor 17" Sony 17SF II
359. Monitor 17" Sony 17SF II
360. Monitor 17" Sony 17SF II
361. Monitor 17" Sony 17SF II
362. Monitor 17" Sony 17" COLOR MONITOR
363. Monitor 17" Sony
364. Monitor 17" Sony 17SF II
365. Monitor 17" Sony 17SF II
366. Monitor 17" Sony 17SF II
367. Monitor 17" Sony 17SF
368. Monitor 17" Sony 17" COLOR MONITOR
369. Monitor 17" Sony 17SF
370. Monitor 17" Sony 17" COLOR MONITOR
371. Monitor 17" Sony 17" COLOR MONITOR
372. Monitor 17" Sony 17SF
373. Monitor 17" Sony 17SE
374. Monitor 17" Sony 17SE II
375. Monitor 17" Sony 17SE
376. Monitor 17" Sony 17" Color Monitor
377. Monitor 17" Sony 17SF
378. Monitor 17" Sony 17SE
379. Monitor 17" Sony 17" COLOR MONITOR
380. Monitor 17" Sony 17SE
381. Monitor 17" Sony 17SE
382 Monitor 17" Sony 17SE
383. Monitor 17" Sony 17" COLOR MONITOR
384. Monitor 17" Sony 17" COLOR MONITOR
385. Monitor 17" Sony 17SE
386. Monitor 17" Sony 17SE
387. Monitor 17" Sony 17SE
388. Monitor 17" Sony 17SE
389. Monitor 17" Sony 17" COLOR MONITOR
390. Monitor 17" Sony Multiscan 17se
391. Monitor 17" Sony 17SE
392. Monitor 17" Sony 17SF
393. Monitor 17" SUN 17" COLOR MONITOR
394. Monitor 17" SUPERMATCH 17" COLOR MONITOR
395. Monitor 19" Hyundai
396. Monitor 19" Hyundai HM4419-D
397. Monitor 19" Hyundai 19" COLOR MONITOR
</TABLE>
-10-
<PAGE> 37
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
398. Monitor 19" NEWCOC VM-R190SU
399. Monitor 19" NCD
400. Monitor 19" Sony PVM1954Q
401. Monitor 19" SUN 19" COLOR MONITOR
402. Monitor 19" Sun
403. Monitor 19" Sun GDM-1962B
404. Monitor 19" Sun GDM-1962B
405. Monitor 19" Sun GDM-1962B
406. Monitor 19" Sun GDM-1962B
407. Monitor 19" Sun GDM-1962B
408. Monitor 19" Sun GDM-1962B
409. Monitor 19" Sun GDM-1962B
410. Monitor 19" Sun 19" COLOR MONITOR
411. Monitor 20" AXIL 20" COLOR MONITOR
412. Monitor 20" Capetronic CD5892X
413. Monitor 20" Capetronic
414. Monitor 20" Dell 20" Color Monitor
415. Monitor 20" HITACHI 20" COLOR MONITOR
416. Monitor 20" IBM Power Display 20"
417. Monitor 20" NCD 20" COLOR MONITOR
418. Monitor 20" Radius TPD20GS
419. Monitor 20" Radius TPD20GS
420. Monitor 20" Radius 20" B&W MONITOR
421. Monitor 20" Radius 20" B&W MONITOR
422. Monitor 20" Radius TPD20
423. Monitor 20" Radius TPD20GS
424. Monitor 20" Radius TPD20GS
425. Monitor 20" Radius TPD20GS
426. Monitor 20" Radius 20" Monitor B&W
427. Monitor 20" Radius 20" B&W Monitor
428. Monitor 20" RasterOps 20" COLOR MONITOR
429. Monitor 20" RasterOps
430. Monitor 20" Samsung Syncmaster 6C
431. Monitor 20" Sony 20SF
432. Monitor 20" Sony 20" COLOR MONITOR
433. Monitor 20" Sony 20" COLOR MONITOR
434. Monitor 20" Sony 20SF II
435. Monitor 20" Sony 20" COLOR MONITOR
436. Monitor 20" Sony 20SF II
437. Monitor 20" Sun GDM-20D10
438. Monitor 20" Sun GDM-20D10
439. Monitor 20" Sun GDM-20D10
440. Monitor 20" Sun GDM-20D10
441. Monitor 20" Sun GDM-20010
442. Monitor 20" Sun GDM-20D10
443. Monitor 20" Sun 20" COLOR MONITOR
444. Monitor 20" Sun 20" COLOR MONITOR
445. Monitor 20" Sun 20" COLOR MONITOR
446. Monitor 20" Sun 20" COLOR MONITOR
447. Monitor 20" Sun GDM-20010
448. Monitor 20" Sun GDM-20010
</TABLE>
-11-
<PAGE> 38
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
449. Monitor 20" Sun GDM-20
450. Monitor 20" SUPERMAC 20" COLOR MONITOR
451. Monitor 21" KENSINGTON 21" B&W MONITOR
452. Monitor 21" Radius TPD21
453. Monitor 21" Samsung
454. Monitor 21" SGI SGI Monitor 21"
455. NTSC TV Generator Tektronix TSG100
456. Oscilloscope HP 54522A
457. Oscilloscope LECROY 350 MHZ OSCILLOSCOPE
458. Oscilloscope LECROY 350 MHZ OSCILLOSCOPE
459. Oscilloscope TEKTRONIC OSCILLOSCOPE
460. Oscilloscope Tektronix 2467B
461. Oscilloscope Tektronix TD5744A
462. Oscilloscope Tektronix 2465B - 400mhz
463. Oscilloscope Tektronix 2467BHD - 400mhz
464. Oscilloscope Tektronix
465. Overhead Projector 3M 900AJE
466. Photo CD Player Kodak
467. Photo CD Player Kodak
468. Power Supply - Dual PC Protek 3015
469. PowerUser Casette Tascam DA-30
470. PowerUserDisk Abekas 6100
Recorder
471. Printer EPSON EPSON LQ-1170
472. Printer HP Thinkjet
473. Printer HP Laserjet 5si mx
474. Printer HP Thinkjet
475. Printer Output Technology 850XL
476. Racks Various
477. RAID Disc Array FWB Hammer SL4-100W
478. Scanner Microtek Scanmaker IIXE
479. Server Apple Workgroup Server 9150
480. Shelving Various Book and storage shelves
481. Signal Generator Tektronix
482. Signal Generator Tektronix TSG131A
483. Signal Generator Tektronix
484. Signal Generator Tektronix TSG130A
485. Sparcstation Axil Axil 311
486. Sparcstation Axil Axil 311
487. Sparcstation AXIL Axil 230
488. Sparcstation Axil Axil 311
489. Sparcstation Axil Axil 311
490. Sparcstation AXIL SPARCSTATION
491. Sparcstation Axil Axil311
492. Sparcstation AXIL AXIL 311
493. Sparcstation Hyundai HWS2210
494. Sparcstation Hyundai HYUNDAI SPARC
495. Sparcstation Hyundai HYUNDAI SPARC
496. Sparcstation Hyundai HYUNDAI SPARC
497. Sparcstation Sun Sparc 10
498. Sparcstation Sun Sparc 10
</TABLE>
-12-
<PAGE> 39
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
499. Sparcstation Sun Sparc 20
500. Sparcstation Sun SPARCSTATION 10
501. Sparcstation Sun Sparc 10
502. Sparcstation Sun SPARCSTATION LX
503. Sparcstation Sun Sparc 20
504. Sparcstation Sun Sparc 10
505. Sparcstation Sun Sparc 10
506. Sparcstation Sun Sparc 10
507. Sparcstation Sun SPARCSTATION 10
508. Sparcstation Sun Sparc 10
509. Sparcstation Sun Sparc 10
510. Sparcstation Sun Sparc 10
511. Sparcstation Axil 311
512. Speakers (2) Alesis Monitor 1
513. Speakers (2) B&W DM610
514. Speakers (2) Infinity SS2003
515. Speakers (2) JBL
516. Stereo CD Player Sony CDPK220
517. Stereo Receiver NAD 7240PE
518. Switches KALPANA ETHER SWITCHES
519. Switches KALPANA ETHER SWITCHES
520. Switches KALPANA ETHER SWITCHES
521. Switches KALPANA ETHER SWITCHES
522. Switches KALPANA ETHER SWITCHES
523. Synthesizer Yamaha DX-7
524. Tables Various Work and conference room tables
525. Tape Drive Alliance
526. Tape Drive ANDATACO EXT TAPE DRIVE
527. Tape Drive AVCOM EXT TAPE DRIVE
528. Tape Drive FALCON EXT TAPE DRIVE
529. Tape Drive Falcon
530. Tape Drive IBM 7208-001
531. Tape Drive Mass Microsystems Datapak 80
532. Tape Drive POWERUSER EXT TAPE DRIVE
533. Tape Drive Sun EXT TAPE DRIVE
534. Tape Drive Syquest E2135
535. Television Sony KV-20EKR20
536. Television 13" PANASONIC 13" TV
537. Television 13" Sony
538. Television 14" Hitachi CMT1455
539. Television 19" KTV
540. Television 19" Sony 19" TV
541. Television 20" Panasonic CT-20S20R
542. Television 20" Panasonic Color Television
543. Television 20" Panasonic CTP20665
544. Television 20" Panasonic 20" COLOR TV
545. Television 20" Panasonic
546. Television 20" Panasonic
547. Television 20" Proscan PS20111
548. Television 20" Proscan PS20112
549. Television 20" Proscan PS20111
</TABLE>
-13-
<PAGE> 40
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
550. Television 20" RCA
551. Television 20" Sony KV20
552. Television 20" Sony 20" TV
553. Television 20" Sony
554. Television 20" Sony
555. Television 20" Sony
556. Television 20" Sony KV20EXR20
557. Television 20" Sony
558. Television 20" Sony KV20
559. Television 20" Sony
560. Television 20" Sony KV20TSE2
561. Television 20" Sony
562. Television 20" Sony KV-20EKR20
563. Television 20" Sony KV20
564. Television 20" (Int'l) Sony PVM1944Q
565. Television 21" Panasonic
566. Television 27" NEWCOC
567. Television 27" Sony
568. Television 19" Sony KV-20TS30
569. Universal Counter HP 53131A
570. UPS American Power Conservation
571. VCR Panasonic AG-7500A
572. VCR Betacam Sony PVW2800
573. VCR VHS MITSUBISHI VHS VCR
574. VCR VHS Mitsubishi
575. VCR VHS Toshiba
576. Video CD Player BMB VCD-800
577. Video CD Stereo System Panasonic SAVC10K
578. Video Monitor Sony PVM1340Q
579. Video Monitor Sony PVM-1344Q
580. Video Monitor 13" Panasonic CT-1383Y
581. Video Monitor 13" Sony PVM-1344Q
582. Video Monitor 13" Sony
583. Video Monitor 13" Sony 13" TV MONITOR
584. Video Monitor 13" Sony 13" TV MONITOR
585. Video Monitor 13" Sony 13" TV MONITOR
586. Video Monitor 13" Sony 13" TV MONITOR
587. Video Monitor 13" Sony PVM-1344Q
588. Video Monitor 17" Sony 17" TV MONITOR
589. Video Monitor 19" Sony PVM-1944Q
590. Video Monitor 20" Panasonic CT-2083Y
591. Workstation HP 735
592. Workstation HP 735
593. Workstation HP 735
594. Workstation HP 735
595. Workstation IBM RISC SYSTEM/6000
596. Workstation IBM RISC SYSTEM/6000
597. X Terminal NCD
598. X Terminal NCD X TERMINAL BASE
599. X Terminal NCD MCX-L
600. X Terminal NCD MCX
</TABLE>
-14-
<PAGE> 41
<TABLE>
<CAPTION>
ASSET NAME MANUFACTURER MODEL
<S> <C> <C> <C>
601. X Terminal NCD MCX
602. X Terminal NCD MCX-L
603. X Terminal NCD MCX
604. X Terminal NCD MCX-L
</TABLE>
-15-
<PAGE> 42
Exhibit A-2
3DO LEASED PHYSICAL ASSETS
<TABLE>
<CAPTION>
ASSET DESCRIPTION MFG. MODEL ACQUISITION COST
------ --------------------- ---------- ------------------------------------------
<S> <C> <C> <C> <C>
1. CD-ROM Drive Apple CD300 $207
2. CD-ROM Drive NEC CDR-74 $239
3. Computer Apple 7100/80 $2,400
4. Computer Apple 7600/120 $2,500
5. Computer Apple 8100/80 $2,390
6. Computer Apple 9500/132 $3,100
7. Computer Apple Duo 230 $450
8. Computer Apple Duo 280 $600
9. Computer Apple Mac Quadra 610 $646
10. Computer Apple Mac Quadra 650 $2,200
11. Computer Apple Mac Quadra 660AV $2,300
12. Computer Apple Mac Quadra 800 $2,825
13. Computer Apple Mac Quadra 800 $2,825
14. Computer Apple Mac Quadra 800 $2,825
15. Computer Apple Mac Quadra 840 AV $2,900
16. Computer Apple Mac Quadra 950 $2,900
17. Computer Apple Power PC 9500/132 $3,100
18. Computer Apple Powerbook 145 $300
19. Computer Apple PowerMac 6100/60 $637
20. Computer Apple PowerMac 6100/60 $637
21. Computer Apple PowerMac 6100/80 $637
22. Computer Apple PowerMac 7100/66 $2,400
23. Computer Apple PowerMac 7100/66 $2,400
24. Computer Apple PowerMac 7100/80 $2,400
25. Computer Apple PowerMac 8100/110 $2,915
26. Computer Apple PowerMac 8100/110 $2,915
27. Computer Apple PowerMac 8100/110 $2,915
28. Computer Apple PowerMac 8100/80 $2,390
29. Computer Apple PowerMac 8100/80 $2,915
30. Computer Apple PowerPC 6100/66 $1,372
31. Computer Apple PowerPC 7100/66 $2,400
32. Computer Apple PowerPC 7100/66 $2,400
33. Computer Apple PowerPC $2,400
7100/66AV
34. Computer Apple PowerPC $2,400
7100/66AV
35. Computer Apple PPC 7100/66 $2,231
36. Computer Apple PPC 7100/66 $2,400
37. Computer Apple PPC 7100/66 $2,400
38. Computer Apple PPC 7100/66 $2,400
39. Computer Apple PPC 7100/80 AV $2,400
40. Computer Apple PPC 8100/110 $2,709
41. Computer Apple PPC 8100/80 $2,709
42. Computer Apple PPC 8100/80 $2,709
43. Computer Apple PPC 8100/80 $2,709
44. Computer Apple Quadra 610 $646
</TABLE>
-16-
<PAGE> 43
<TABLE>
<CAPTION>
ASSET DESCRIPTION MFG. MODEL ACQUISITION COST
----- ---------------- -------------------------------------------------------
<S> <C> <C> <C> <C>
45. Computer Apple Quadra 610 $646
46. Computer Apple Quadra 610 $646
47. Computer Apple Quadra 610 $717
48. Computer Apple Quadra 610 $717
49. Computer Apple Quadra 610 $717
50. Computer Apple Quadra 610 $717
51. Computer Apple Quadra 650 $1,036
52. Computer Apple Quadra 650 $2,231
53. Computer Apple Quadra 650 $2,231
54. Computer Apple Quadra 660AV $2,300
55. Computer Apple Quadra 660AV $2,300
56. Computer Apple Quadra 660AV $2,300
57. Computer Apple Quadra 700 $2,100
58. Computer Apple Quadra 700 $2,100
59. Computer Apple Quadra 700 $2,100
60. Computer Apple Quadra 700 $2,100
61. Computer Apple Quadra 700 $2,100
62. Computer Apple Quadra 700 $2,100
63. Computer Apple Quadra 700 $2,100
64. Computer Apple Quadra 800 $2,260
65. Computer Apple Quadra 800 $2,825
66. Computer Apple Quadra 800 $2,825
67. Computer Apple Quadra 800 $2,825
78. Computer Apple Quadra 800 $2,825
79. Computer Apple Quadra 800 $2,825
70. Computer Apple Quadra 800 $2,825
71. Computer Apple Quadra 800 $2,825
72. Computer Apple Quadra 840AV $2,448
73. Computer Apple Quadra 840AV $3,108
74. Computer Apple Quadra 950 $1,543
75. Computer Apple Quadra 950 $1,543
76. Computer Apple Quadra 950 $2,580
77. Computer Apple Quadra 950 $2,580
78. Computer Apple Quadra 950 $2,580
79. Computer Apple Quadra 950 $2,580
80. Computer Compaq Prolinea 4/33 $772
81. Computer MSN 486DX/66 PCI $956
82. Computer MSN Pentium 60 PC $1,200
Clone
83. Computer MSN $772
84. Computer SGI Indy $6,461
85. Computer Laptop Apple Duo 230 $861
86. Computer Laptop Apple Duo 230 $1,695
87. Docking Station Apple Duo Dock $309
88. Docking Station Apple Duo Dock $309
89. Hard Drive Falcon $1,200
90. Hard Drive MICRONET EXT HD $201
91. Hard Drive Micronet EXT HD $201
92. Hard Drive Micronet $697
93. Hard Drive POWERUSER EXT HD $343
94. Hard Drive PowerUser PowerUser Pro $343
</TABLE>
-17-
<PAGE> 44
<TABLE>
<CAPTION>
ASSET DESCRIPTION MFG. MODEL ACQUISITION COST
----- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
95. Hard Drive PowerUser PowerUser Pro $343
96. Hard Drive PowerUser $343
97. Hard Drive PowerUser $343
98. Monitor 13" Apple 13" Color Monitor $207
99. Monitor 13" Panasonic CT1383-Y $175
100. Monitor 13" Sony PVM1344Q $471
101. Monitor 15" Radius 15RAM8-C $300
102. Monitor 16" Apple 16" Color $527
103. Monitor 16" Apple 16" Color $527
104. Monitor 16" Apple 16" Color Display $527
105. Monitor 16" Apple 16" Color Display $527
106. Monitor 16" Apple 16" Color Display $527
107. Monitor 16" Apple 16" Color Display $527
108. Monitor 16" Apple 16" Color Display $527
109. Monitor 16" Apple 16" Color Display $527
110. Monitor 16" Apple 16" Color Display $527
111. Monitor 16" Apple 16" Color Display $527
112. Monitor 16" Apple 16" Color Display $527
113. Monitor 16" Apple 16" Color Display $527
114. Monitor 16" Apple 16" Color Display $527
115. Monitor 16" Apple 16" Color Display $527
116. Monitor 16" Apple 16" Color Display $527
117. Monitor 16" Apple 16" Color Display $527
118. Monitor 16" Apple 16" Color Display $527
119. Monitor 16" Apple 16" Color Display $527
120. Monitor 16" Apple 16" Color Display $527
121. Monitor 16" Apple 16" Color Monitor $527
122. Monitor 17" Apple 16" Color Display $550
123. Monitor 17" Apple 17" Color Display $550
124. Monitor 17" Apple 17" Color Monitor $226
125. Monitor 17" Apple 17" Color Monitor $550
126. Monitor 17" Apple 17" Color Monitor $550
127. Monitor 17" Apple 17" Color Monitor $550
128. Monitor 17" Apple 17" Color Monitor $550
129. Monitor 17" Apple 17" Color Monitor $550
130. Monitor 17" Apple 17" Color Monitor $550
131. Monitor 17" Apple 17" Color Monitor $550
132. Monitor 17" Apple 17" Color Monitor $550
133. Monitor 17" Apple 17" Color Monitor $550
134. Monitor 17" Apple 17" Color Monitor $550
135. Monitor 17" Apple 17" Color Monitor $550
136. Monitor 17" Apple 17" Color Monitor $550
137. Monitor 17" Apple 17" Color Monitor $550
138. Monitor 17" Apple 17" Color Monitor $550
139. Monitor 17" Apple 17" Multiscan $550
140. Monitor 17" Apple AppleVision 1710 $600
141. Monitor 17" Apple AppleVision $600
1710AV
142. Monitor 17" Apple Multiscan 17 $550
143. Monitor 17" Radius 17" Color Monitor $351
144. Monitor 17" Sony 17" Color Monitor $359
</TABLE>
-18-
<PAGE> 45
<TABLE>
<CAPTION>
ASSET DESCRIPTION MFG. MODEL ACQUISITION COST
----- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
145. Monitor 17" Sony 17" Color Monitor $359
146. Monitor 17" Sony 17SFII $429
147. Monitor 17" Sun $359
148. Monitor 20" Radius TPD20GS $316
149. Monitor 20" SGI 20" Color Monitor $933
150. Printer HP Laserjet 4Si $1,867
151. Printer HP Laserjet 4Si $2,448
152. Server Apple WORKGROUP $3,346
SERVER
153. Sparcstation Sun Sparc 20 $12,877
154. Sparcstation Sun Sparc 20 $13,453
155. Sparcstation Sun Sparc 20 $13,453
156. Sparcstation Sun Sparc 20 $13,453
157. Sparcstation Sun Sparc 20 $13,889
158. Sparcstation Sun Sparc 20 $14,699
159. Sparcstation Sun Sparc 20 $14,699
160. Sparcstation Sun Sparc 20 $14,817
161. Sparcstation Sun Sparc 20 $16,262
162. Sparcstation Sun Sparc 20 $16, 262
163. Sparcstation Sun Sparc 5 $5,231
164. Sparcstation Sun Sparcstation 1+ $8,475
165. Sparcstation Sun SPARCSTATION $13,889
20
166. Television 13" Panasonic CT1383-Y $175
167. Television 13" Panasonic $223
168. Video Monitor Sony PVM-1354Q $398
169. Video Monitor 19" Sony PVM-1954Q $343
170. Workstation SGI Indy 150 Mhz $8,475
171. X Terminal NCD MCX $503
172. X Terminal NCD MCX $503
173. X Terminal NCD MCX-L $558
174. X Terminal NCD X TERMINAL $503
BASE
175. X Terminal NCD X TERMINAL $503
BASE
176. X Terminal NCD X TERMINAL $503
BASE
177. X Terminal NCD X TERMINAL $503
BASE
178. X Terminal NCD X TERMINAL $503
BASE
179. X Terminal NCD X TERMINAL $659
BASE
180. X Terminal NCD X TERMINAL $772
BASE
181. X Terminal NCD $503
182. Video Monitor 13" Panasonic 13" TV Monitor $175
183. Video Monitor 13" Panasonic CT-1384VY $175
184. Video Monitor 13" Panasonic CT-1383Y $175
185. Video Monitor 13" Panasonic 13" TV MONITOR $175
186. Video Monitor 13" Panasonic 13" TV MONITOR $175
</TABLE>
-19-
<PAGE> 46
<TABLE>
<CAPTION>
ASSET DESCRIPTION MFG. MODEL ACQUISITION COST
-------------------------------------------------------------------------------
<S> <C> <C> <C>
187. Video Monitor 13" Panasonic BTS1370Y $175
188. Video Monitor 13" Panasonic CT-1383Y $175
189. Video Monitor 13" Panasonic 13" TV MONITOR $175
190. Video Monitor 13" Panasonic CT-1383VY $175
191. Video Monitor 13" Panasonic 13" TV MONITOR $175
192. Video Monitor 13" Panasonic CT-1383Y $175
193. Video Monitor 13" Panasonic 13" TV MONITOR $175
194. Video Monitor 13" Panasonic $175
195. Video Monitor 13" Panasonic CT-1383VY $175
196. Video Monitor 13" Panasonic CT-1383VY $175
197. Video Monitor 13" Panasonic CT-1383Y $175
198. Video Monitor 13" Panasonic CT-1383Y $175
199. Video Monitor 13" Panasonic $175
200. Video Monitor 13" Sony 13" TV MONITOR $343
201. Video Monitor 13" Sony 13" TV MONITOR $343
202. Video Monitor 13" Sony PVM-1351Q $343
203. Video Monitor 13" Sony $343
204. Video Monitor 13" Sony 13" TV MONITOR $343
205. Video Monitor 13" Sony DVM-1354Q $343
206. Video Monitor 13" Sony PVM-1354Q $343
207. Video Monitor 13" Sony $343
</TABLE>
-20-
<PAGE> 47
Exhibit A-3
MPEGXpress(TM) Inventory
1.0 All physical inventory related to 3DO's MPEGXpress(TM) product line
owned by 3DO as of the close date.
-21-
<PAGE> 48
Exhibit A-4
3DO INTANGIBLE ASSETS
1. Definitions
1.1 As used herein, the term "M2 TECHNOLOGY" refers to 3DO's
technical data, methods, processes, formulae, inventions, discoveries, software,
technology, and other technical information regarding the interactive,
multimedia hardware system (featuring a *** bus architecture and operating in
conjunction with one or more PowerPC 602 microprocessors) and related software
API which is the subject of that certain Technology Licensing Agreement which
3DO and Matsushita Electric Industrial Co. Ltd. ("MEI") executed on December 7,
1995 (the "M2 License") and amendments to that agreement dated April 24, 1996
and March 2, 1997.
It should be noted that the M2 Technology which 3DO licensed to MEI
pursuant to the M2 License is expressly limited to: (i) such technology as 3DO
had developed as of December 7, 1995, that is necessary for the development,
manufacture, sale or use of any of the M2 system designs that 3DO is required to
provide MEI under the M2 License and/or the development, manufacture, sale or
use of any M2-compatible software products, (ii) such additional deliverable
items and related technology as 3DO is required to develop under the M2 License,
and (iii) such Improvements and Adaptations (as such terms are defined below) as
3DO, at its discretion, elects to develop in furtherance of the M2 License.
1.2 As used herein, the term "ADAPTATION" refers to any modification
of the M2 Technology developed by 3DO that is required in order for any class or
type of M2 Hardware Product to be used in another class or type of M2 Hardware
Product (e.g., modification of a consumer M2 *** for development of an M2 car
navigation product, etc.).
1.3 As used herein, the term "IMPROVEMENT" refers to any
modification of the M2 Technology developed by 3DO that increases the design
efficiency, and/or manufacturing efficiency, while preserving compatibility and
reducing the cost of any M2 Hardware Product.
1.4 As used herein, the term "M2 HARDWARE PRODUCT" refers to any
hardware product, device or system (whether or not designed for any consumer
and/or commercial application) that satisfies all of the following criteria: (1)
is developed and distributed by or for MEI or any authorized hardware
sublicensee of MEI; (ii) incorporates M2 Technology or any Improvements or
Adaptations thereof (or any portion of any of the foregoing) or is developed
with the use of the M2 Technology or any Improvements or Adaptations thereof (or
any portion of any of the foregoing); and (iii) if capable of executing or
otherwise operating with interactive applications software products (except to
the extent designed to comply with industry recognized standards that are not
video game standards, such as VCD 2.0), only executes or otherwise operates M2
Software Products, and cannot execute or otherwise operate with any other
proprietary interactive applications software.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
-22-
<PAGE> 49
1.5 As used herein, the term "M2 SOFTWARE PRODUCT" refers to any
software product (whether or not designed for any consumer and/or commercial
application) that satisfies all of the following criteria: (i) is developed and
distributed by or for MEI or any authorized software sublicensee of MEI; (ii) is
compatible with any M2 Hardware Product; and (iii) incorporates M2 Technology or
any improvements or Adaptations thereof (or any portion of any of the foregoing)
or is developed with use of the M2 Technology or any Improvements or Adaptations
thereof (or any portion of any of the foregoing).
1.6 As used herein, the term "M2 DERIVATIVE TECHNOLOGY" refers to
technical data, methods, processes, formulae, inventions, discoveries, and other
technology and technical information developed by 3DO after December 7, 1995 and
derived from the M2 Technology (but not constituting an Improvement or
Adaptation).
1.7 As used herein, the term "OTHER TECHNOLOGY" refers to technical
data, methods, processes, formulae, inventions, discoveries, and other
technology and technical information developed by 3DO, but not constituting M2
Technology, an Improvement or Adaptation, and/or M2 Derivative Technology.
2. Assets to be Contributed and Rights to be Sublicensed to Samsung
2.1 Intangible Assets to be Assigned (e.g., patents, copyrights,
mask work rights, and trade secret rights)
(a) M2 Technology (as listed in Attachment A). Samsung's and
its Affiliates' right to use and exploit the M2 Technology shall be limited by
and subject to the sublicensed rights set forth below.
(b) Improvements and Adaptations of the M2 Technology developed
by 3DO (as listed in Attachment B). Samsung's and its Affiliates' right to use
and exploit any such Improvements and/or Adaptations shall be limited by and
subject to the sublicensed rights set forth below.
(c) M2 Derivative Technology developed by 3DO (as listed in
Attachment C). There shall be no restriction upon Samsung's and its Affiliates'
right to use and exploit such M2 Derivative Technology, except as set forth
below.
(d) Other Technology developed or owned by 3DO that was part of
the Systems business (as listed in Attachment D). There shall be no restriction
upon Samsung's and its Affiliates' right to use and exploit such Other
Technology.
-23-
<PAGE> 50
2.2 Rights to be Sublicensed to Samsung
(a) 3DO shall grant Samsung an exclusive worldwide,
royalty-free, perpetual license to: (1) use, modify, create derivative works,
and otherwise exploit the M2 Technology (and Improvements and Adaptations
thereof) in connection with the development, manufacture, sale and/or
distribution of any computing devices (as distinguished from video game
systems), and in connection with the development, manufacture, sale and/or
distribution of applications software products developed using an API other than
the M2 API, which software products are not designed or intended for use with
any video game system; and (ii) practice and otherwise exploit 3DO's
intellectual property rights relating to the M2 Technology (or any portion
thereof) in connection with the development, manufacture, sale and/or
distribution of any such computing devices, and in connection with the
development, manufacture, sale and/or distribution of applications software
products developed using an API other than the M2 API, which software products
are not designed or intended for use with any video game system. Such sublicense
will permit the development and distribution of, among other things,
semiconductor devices and board level products.
(b) 3DO shall grant Samsung an exclusive, worldwide,
royalty-free, perpetual license to: (i) use, modify, create derivative works,
and otherwise exploit the M2 Technology (and Improvements and Adaptations
thereof) in connection with the development, manufacture, sale, lease, license
and/or distribution of any development and authoring systems (including
development and authoring software, tools and utilities) that are designed and
intended for the development of hardware products that are not M2 Hardware
Products and/or the development of software products that are not M2 Software
Products (collectively, "Non-M2 Authoring Systems"); and (ii) practice and
otherwise exploit 3DO's intellectual property rights relating to the M2
Technology (or any portion thereof) in connection with the development,
manufacture, sale, lease, license and/or distribution of any Non-M2 Authoring
Systems. Such sublicense will permit the development and distribution of
semiconductor devices, system software and authoring tools and utilities.
(c) 3DO shall grant Samsung an exclusive, royalty-free,
perpetual license to: (1) use, modify, create derivative works, and otherwise
exploit the M2 Technology (and Improvements and Adaptations thereof) in
connection with the development and manufacture of arcade and location-based
entertainment devices (including integrated utility firmware) that are only
distributed outside of Japan, and in connection with such development,
manufacture and distribution of applications software products that are intended
for use with such arcade and location-based entertainment devices and that are
developed using an API other than the M2 API; and (ii) practice and otherwise
exploit 3DO's intellectual property rights relating to the M2 Technology (or any
portion thereof) in connection with the development and manufacture of such
arcade and location-based entertainment devices that are on1y distributed
outside of Japan, and in connection with such development, manufacture and
distribution of applications software products that are intended for use with
such arcade and location-based entertainment devices and that are developed
using an API other than the M2 API.
-24-
<PAGE> 51
2.3 Restrictions Regarding M2 Technology and M2 Derivative
Technology Developed By 3DO.
(a) Samsung and its Affiliates shall not have the right to
manufacture (or authorize any third party to manufacture) any of the specific
ASICs incorporated in the M2 Specifications (i.e., ***, ***, ***, ***, Bridgit,
Babette, DENC, Splitter Jr., Venturi, VisaLite, Visa, and/or Splitter).
(b) Samsung and its Affiliates shall not have the right to
develop and distribute (or authorize any third party to develop and distribute)
any video game system incorporating the M2 Technology (or any Improvement or
Adaptation thereof), or any of the M2 chipsets or other components or subsystems
for incorporation into a video game platform. Such restriction shall not apply
with respect to any M2 Derivative Technology that has been previously disclosed
by 3DO to MEI pursuant to MEI's Right of First Negotiation under the M2 License.
***.
(c) Samsung and its Affiliates shall not have the right to
develop and distribute (or authorize any third party to develop and distribute)
any authoring systems designed or intended for the development of M2 Hardware
and/or M2 Software Products.
(d) Samsung and its Affiliates shall not have the right to
develop and distribute (or authorize any third party to develop and distribute)
any M2-compatible peripheral device.
(e) Samsung and its Affiliates shall not have the right to
develop and distribute (or authorize any third party to develop and distribute)
any M2-compatible software products.
2.4 M2 Derivative Technology to be developed by Samsung or its
Affiliates in the future (the "Samsung Derivative Technology"). There shall be
no restrictions on the Samsung's and its Affiliates' right to use and exploit
(and to authorize third parties to use and exploit) any Samsung Derivative
Technology, subject only to the following:
(a) Samsung and its Affiliates must disclose to 3DO, and 3DO
will disclose to MEI, any such Samsung Derivative Technology that is designed
for incorporation into an advanced, interactive video game platform, and, at
MEI's request, negotiate with MEI for a license of such Samsung Derivative
Technology in accordance with MEI's Right of First Negotiation under the M2
License.
(b) Samsung and its Affiliates shall not have the right to use
or exploit the Samsung Derivative Technology, directly or indirectly, in
connection with the development and distribution of any video game system, or
any semiconductor device or other component or subsystem designed for
incorporation into an advanced, interactive video game platform, without first
fulfilling, its disclosure and negotiation obligations described in Section
2.4(a), above.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
-25-
<PAGE> 52
2.5 Non-Derivative Technology to be developed by Samsung or its
Affiliates in the future (the "Samsung Technology"). There shall be no
restrictions on Samsung's and its Affiliates' right to use and exploit (and to
authorize third parties to use and exploit) any Samsung Technology.
-26-
<PAGE> 53
Exhibit A-4
Attachment A
M2 TECHNOLOGY
1.0 ASICs
1.1 ***
1.2 ***
1.3 *** (***)
1.4 Bridgit (including Nubus Interface)
1.5 Babette
1.6 DENC
1.7 Splitter Jr.
1.8 Venturi
1.9 VisaLite
1.10 Visa
1.11 Splitter
2.0 Systems
2.1 *** (NTSC/PAL)
2.2 *** (NTSC/PAL)
2.3 *** (NTSC/PAL)
2.4 Mac NuBus Development System (NTSC/PAL)
2.5 ***
2.6 ***
2.7 *** (NTSC/PAL)
2.8 *** (NTSC/PAL)
2.9 ***
3.0 Peripherals
3.1 Standard controller
3.2 M2 extended controller
3.3 Mouse
3.4 Splitter
3.5 ***
3.6 ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
-27-
<PAGE> 54
3.7 ***
4.0 System ROM Technology
Boot code
***
***
***
***
***
***
***
Storage manager application
No-Disc application
System menu application
5.0 System Software
*** for removable media
Kernel including *** architecture User-level exception
handing *** I/O System with support for *** *** Shell
***
*** as needed for supported devices
MemDebug
LumberJack
Drivers
***
***
Timer driver
***
***
Microslot driver StorageCard driver Proxy
driver HostFS driver HostConsole driver
HostCD driver ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
-28-
<PAGE> 55
***
Serial port driver
Folios
Audio Folio
Beep Folio
FSUtilities Folio
Icon Folio
IFF Folio
Script Folio
International folio
JString folio
Compression folio
Requestor folio
Font folio
Graphics
Display Manager
6.0 Development System Tools
Link3DO/Dump3DO
Comm3DO for Mac to dev card communications
System Interface header files
Libraries
Graphics
Command List Toolkit
Graphic framework library
(including BSDF) 3D pipeline
library 2D graphics library
Mercury library
Data Streaming Data Streaming library
*** Data subscriber *** *** ***
Audio subscriber
Music library
I/O library
Font library
***
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Confidential Treatment and filed separately with the Commission.
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CreateM2Make
***
User Startup 3DO
Graphics tools
Converters
***
***
***
***
***
Texture and UTF tools
Texture Library
Data Streaming tools
Audio tools
SquashSound
AIFF sample set
PatchMaker
Video Tools
***
Font Builder
KFontViewer
***
7.0 Build Tools and Utilities
ROM build tools
OS build tools
CD relocation tool: Laytool
***
Online help tool(s)
8.0 Engineering tools
All design materials related to the following DSP software:
***
9.0 Hardware Diagnostics
***
***
***
***
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Confidential Treatment and filed separately with the Commission.
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***
ControlPad
***
***
Serial Interface
***
***
10.0 Developer Documentation (as supplied by 3DO)
11.0 Supplemental Technology
11.1 EZ Flix decode library
11.2 EZ Flix encoder
11.3 EZ Flix Subscriber
11.4 Post Pro
11.5 ***
11.6 ***
12.0 Others
12.1 ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit A-4
Attachment B
IMPROVEMENTS AND ADAPTATIONS
1.0 ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit A-4
Attachment C
M2 DERIVATIVE TECHNOLOGY
1.0 ***
Hardware Reference Design
System Software
***
2.0 ***
***
***
***
***
***
***
Device Drivers
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit A-4
Attachment D
OTHER TECHNOLOGY
1.0 ***
2.0 ***
3.0 Digital Video Products
MPEGXpress 1000/1250 (MPEGI Mac)
MPEGXpress 2500 (MPEG2 PC/Mac)
ACXpress (AC-3 encode PC)
SIC chip
4.0 ***
***
***
Related software
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit B
3DO EMPLOYEES
1) ***
2) ***
3) ***
4) ***
5) ***
6) ***
7) ***
8) ***
9) ***
10) ***
11) ***
12) ***
13) ***
14) ***
15) ***
16) ***
17) ***
18) ***
19) ***
20) ***
21) ***
22) ***
23) ***
24) ***
25) ***
26) ***
27) ***
28) ***
29) ***
30) ***
31) ***
32) ***
33) ***
34) ***
35) ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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36) ***
37) ***
38) ***
39) ***
40) ***
41) ***
42) ***
43) ***
44) ***
45) ***
46) ***
47) ***
48) ***
49) ***
50) ***
51) ***
52) ***
53) ***
54) ***
55) ***
56) ***
57) ***
58) ***
59) ***
60) ***
61) ***
62) ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit C
ALLOCATION OF PURCHASE PRICE
To be mutually agreed upon prior to close.
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Exhibit D
DISCLOSURE SCHEDULE
[Please See Attached Materials]
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Exhibit D-1
AGREEMENTS TO BE ASSIGNED BY 3DO
PARTIES: MojoSoft, Ltd. and The 3DO Company
AGREEMENT TYPE: Software Development Agreement
DATE: October 19, 1995
DESCRIPTION: Development of software integrating
3DO's MPEG1 technology with Apple
Computer's "QuickTime" Codec.
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Exhibit D-2
AGREEMENTS REQUIRING THIRD-PARTY APPROVAL
PRIOR TO ASSIGNMENT BY 3DO
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: DOLBY LABORATORIES LICENSING CORPORATION
AGREEMENT TYPE: AC-3 Decoder Implementation Agreement
DATE: On or about August 7, 1995
DESCRIPTION: Describes the parties' collaborative development of an
implementation of Dolby AC-3 technology for use by
companies licensed by Dolby to produce hardware products
incorporating Dolby AC-3.
Non-exclusive, non-transferable license to use Dolby's
know-how relating to its AC-3 technology and copyrighted
works implementing its AC-3 encoder and decoder functions
to develop, make, use and sell integrated circuit
hardware and/or software implementation thereof.
Assignment requires written consent.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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ORIGINAL LICENSOR: DOLBY LABORATORIES LICENSING CORPORATION
AGREEMENT TYPE: Digital Audio System License Agreement - Professional
Encoders.
DATE: April 12, 1996
DESCRIPTION: Non-exclusive, non-transferable license to use Dolby's
know-how relating to its AC-3 digital audio system
and copyrighted works implementing its AC-3 encoder and
decoder functions in connection with the design,
development, manufacture and distribution of software or
hardware product(s) providing AC-3 encoding solutions.
Assignment requires prior written consent.
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
ORIGINAL LICENSOR: ***
AGREEMENT TYPE: ***
DATE: ***
DESCRIPTION: ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit D-3
LITIGATION SUMMARY
OTHER PARTY: CIRRUS LOGIC, INC.
Description of Joint Development and [Non-Exclusive] License
Agreement: Agreement between 3DO and Cirrus regarding the parties' joint
development of a semiconductor device that integrates: (1)
Cirrus' core VGA Logic (i.e., controller, bus interface,
buffer, digital to analog converter, 2D acceleration logic,
video functions and other related components) and (2) 3DO's
"3D Engine" technology (i.e., memory controller, bus interface,
3D setup engine and 3D rendering engine and related components
of 3DO's BDA semiconductor device).
Description 3DO served Cirrus with a notice of default based on
of Claims: Cirrus' failure to timely pay sums due to 3DO under the
referenced agreement. Cirrus elected not to attempt to serve
its breach and, instead, filed a complaint to rescind such
agreement. 3DO has responded and filed a cross-complaint
alleging breach of contract by Cirrus and seeking payment
of all sums owed by Cirrus under the agreement.
Cirrus, in its initial complaint, alleged that the 3DEngine
infringes one or more unidentified third-party patents.
Subsequently, in its "First Request For Admissions", Cirrus
requested 3DO to acknowledge that the 3DEngine infringes
U.S. Patent Nos. 4,727,365; 4,811,245; 4,974,176; and
5,367,615.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Exhibit D-4
PATENTS AND PATENT APPLICATIONS
REFERENCE NO.: 3040 CON (UNITED STATES)
METHOD FOR CONTROLLING A SPRYTE RENDERING PROCESSOR
Issue Date: January 21, 1997
Patent No.: 5,596,693
Current Status: Issued
REFERENCE NO.: 3040 (PCT)
METHOD FOR CONTROLLING A SPRYTE RENDERING PROCESSOR
Application Filed: November 2, 1992
PCT Application No.: PCT/US92/09350
Current Status: Pending - potentially applicable only with respect to
Brazil, Europe and Japan
REFERENCE NO.: 3050 (UNITED STATES)
RESOLUTION ENHANCEMENT FOR VIDEO DISPLAY USING MULTI-LINE INTERPOLATION
Issue Date: January 2, 1996
Patent No.: 5,481,275
Current Status: Issued
***
***
REFERENCE NO.: 4230 (UNITED STATES)
METHOD AND APPARATUS FOR PROCESSING IMAGE DATA
Patent Issued: November 5, 1996
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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<PAGE> 70
Patent No.: 5,572,235
Current Status: Issued
REFERENCE NO.: 4255 (UNITED STATES)
DISPLAY LIST MANAGEMENT MECHANISM FOR REAL-TIME CONTROL OF BY-THE-LINE
MODIFIABLE VIDEO DISPLAY SYSTEM
Patent Issued: March 26, 1996
Patent No.: 5,502,462
Current Status: Issued
***
REFERENCE NO.: 4270 (PCT)
PLAYER BUS APPARATUS AND METHOD
Application Filed: November 2, 1992
PCT Application No.: PCT/US92/09384
Current Status: Pending - potentially applicable only with respect to
Japan
REFERENCE NO.: 4310 CIP (UNITED STATES)
METHOD AND APPARATUS FOR GAMMA CORRECTION BY MAPPING TRANSFORMING AND
DEMAPPING
Patent Issued: April 18, 1995
Patent No.: 5,408,267
Current Status: Issued
REFERENCE NO.: 4320 (UNITED STATES)
AMPLITUDE ADAPTIVE FILTER
Patent Issued: January 30, 1996
Patent No.: 5,488,576
Current Status: Issued
REFERENCE NO.: 4330 (UNITED STATES)
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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METHOD AND APPARATUS FOR DIGITAL MULTIPLICATION BASED ON SUMS AND DIFFERENCES OF
FINITE SETS OF POWERS OF TWO
Issue Date: March 28, 1995
Patent No.: 5,402,369
Current Status: Issued
REFERENCE NO.: 4340 (UNITED STATES)
MULTI-PHASE FILTER/DAC
Issue Date: May 28, 1996
Patent No.: 5,521,946
Current Status: Issued
***
REFERENCE NO.: 4370 (PCT)
REAL TIME DECOMPRESSION AND POST-DECOMPRESS MANIPULATION OF COMPRESSED
FULL-MOTION VIDEO CARTRIDGE
Application Filed: September 23, 1994
Serial No.: PCT/US95/11863
Current Status: Pending - potentially applicable only with respect to
Europe
REFERENCE NO.: 4380 (UNITED STATES)
METHOD AND APPARATUS FOR AUDIO DATA COMPRESSION AND DECOMPRESSION
Issue Date: April 1, 1997
Serial No.: __________________
Current Status: Issued
REFERENCE NO.: 4390 (UNITED STATES)
DECOMPRESSOR AND COMPRESSOR FOR SIMULTANEOUSLY DECOMPRESSING AND COMPRESSING
A PLURALITY OF PIXELS IN A PIXEL ARRAY IN A DIGITAL IMAGE DIFFERENTIAL PULSE
CODE MODULATION
Application Filed: November 14, 1994
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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Serial No.: 08/338,427
Current Status: Pending - allowed; issuance fee paid
***
REFERENCE NO.: 4410 (PCT)
METHOD AND APPARATUS FOR DETECTING AND MODIFYING DITHER/VERTICAL STRIPE
PATTERNS FOR A VIDEO SIGNAL
Application Filed: May 8, 1996
Serial No.: PCT/US96/06480
Current Status: Pending - designated "all countries" in initial PCT
application
***
***
REFERENCE NO.: 4510 (PCT)
CONFIGURABLE VIDEO DISPLAY SYSTEM HAVING LIST-BASED CONTROL MECHANISM FOR
BY-THE- LINE AND BY-THE-PIXEL MODIFICATION OF DISPLAYED FRAMES AND METHOD OF
OPERATING SAME
Application Filed: May 8, 1996
Serial No.: PCT/US96/06438
Current Status: Pending - designated "all countries" in initial PCT
application
***
REFERENCE NO.: 4520 (PCT)
METHOD OF CONTROLLING AN MPEG DECODER
Application Filed: May 8, 1996
Serial No.: PCT/US96/06510
Current Status: Pending - designated "all countries" in initial PCT
application
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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***
***
***
REFERENCE NO.: 4550 (PCT)
METHOD AND APPARATUS FOR MANAGING SNOOP REQUESTS USING SNOOP ADVISORY CELLS
Application Filed: May 8, 1996
Serial No.: PCT/US96/06480
Current Status: Pending - designated "all countries" in initial PCT
application
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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