Purchase and Intercompany Services Agreement - Walker Asset Management LP, Walker Digital Corp., priceline.com LLC and PriceLine Travel Inc.
PURCHASE
AND
INTERCOMPANY SERVICES AGREEMENT
THIS PURCHASE AND INTERCOMPANY SERVICES AGREEMENT (this "AGREEMENT"),
by and among WALKER ASSET MANAGEMENT LIMITED PARTNERSHIP, a Connecticut limited
partnership ("WAMP"), WALKER DIGITAL CORPORATION, a Delaware corporation
("WALKER DIGITAL" and, together with WAMP, collectively, the "WALKER PARTIES"),
PRICELINE.COM LLC, a Delaware limited liability company ("PRICELINE.COM"), and
PRICELINE TRAVEL, INC., a Delaware corporation ("PRICELINE TRAVEL" and, together
with priceline.com, collectively the "PRICELINE PARTIES"). This Agreement shall
be effective as of the 6th day of April, 1998 (the "EFFECTIVE DATE") unless
another date is expressly stated.
WHEREAS, WAMP, Walker Digital, priceline.com and PriceLine Travel are
affiliated business entities; and
WHEREAS, Walker Digital has previously invested $500,000 in
priceline.com (the "INVESTMENT") in exchange for the issuance of common equity
interests in priceline.com that have not yet been issued by priceline.com; and
WHEREAS, subject to the terms and conditions set forth in this
Agreement, WAMP desires to (i) transfer, convey, sell and assign to
priceline.com all of its right, title and interest in and to the patents and
patent applications listed on SCHEDULE A annexed hereto and made a part hereof,
which patents were developed by WAMP for Buyer-Driven Commerce (as defined
below) applications, products and services (collectively, the "PATENTS"), (ii)
transfer, convey, sell and assign to priceline.com the trademarks and
servicemarks and all related applications (including intent to use applications)
listed on SCHEDULE B annexed hereto and made a part hereof, owned by WAMP and
used or intended for use in connection with the commercial exploitation of the
Buyer-Driven Commerce applications, products and services of WAMP (the
"TRADEMARKS"); and (iii) transfer, convey, sell and assign to priceline.com all
of its right, title and interest in and to the other assets and intellectual
property of WAMP's existing Buyer-Driven Commerce applications, products and
services (the "OTHER WAMP ASSETS"); and
WHEREAS, subject to the terms and conditions set forth in this
Agreement, Walker Digital desires to sublease to the PriceLine Parties certain
of the real estate leased by Walker Digital at Five High Ridge Road, Stamford,
Connecticut 06905 (the "INTERCOMPANY LEASE"); and
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WHEREAS, subject to the terms and conditions set forth in this
Agreement, Walker Digital desires to provide certain intercompany services to
the PriceLine Parties as further described in this Agreement (the "INTERCOMPANY
SERVICES"); and
WHEREAS, subject to the terms and conditions set forth in this
Agreement, priceline.com desires to issue common equity interests in
priceline.com to Walker Digital in connection with the Investment, and purchase
and acquire the Patents, the Trademarks and the Other WAMP Assets, and the
PriceLine Parties desire to accept and receive the Intercompany Lease and the
Intercompany Services.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
Defined terms used in this Agreement but not defined elsewhere in this
Agreement shall have the meanings set forth below:
1.1 "BUYER-DRIVEN COMMERCE" shall mean any commerce system or process
that permits a prospective buyer to fix the terms and conditions, including
price, on which he or she is willing to purchase a particular product or
service, with such offer being guaranteed or otherwise secured by the buyer
should a seller of the product or service accept the terms of the buyer's offer.
1.2 "INTELLECTUAL PROPERTY" shall mean the Patents and the
Trademarks, together with all knowledge, know how, trade secrets, copyrights and
all other intellectual property of WAMP for use with or otherwise relating to
Buyer-Driven Commerce applications, products and services, and all goodwill
associated with all of the foregoing.
1.3 "PERSON" shall mean any natural person, corporation, partnership,
association, sole proprietorship, trust, joint venture, limited liability
company, general partnership, limited partnership, trust association or other
business entity.
1.4"SUCCESSOR" or "SUCCESSORS" shall mean any Person who succeeds to
the business of priceline.com LLC whether by merger, conversion of equity
securities,
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acquisition of equity interests, operation of law, acquisition of all or
substantially all of priceline.com's assets, assignment or otherwise.
ARTICLE II
PURCHASE AND SALE
2.1 TRANSFER OF BUYER-DRIVEN COMMERCE ASSETS. In exchange for the
consideration to be provided to Walker Digital as set forth in Article III of
this Agreement, WAMP does hereby convey, sell, assign and transfer all of its
right, title and interest in and to the following:
(a) The Patents, including all worldwide applications and
registrations therefor, and all rights to recover for any prior infringements of
the Patents;
(b) The Trademarks, including all goodwill associated therewith,
all worldwide applications and registrations therefor, and all rights to recover
for any prior infringements of the Trademarks; and
(c) All other Intellectual Property (other than the Patents and
the Trademarks) owned, used or held for use by WAMP on or prior to the Effective
Date.
2.2 REPRESENTATIONS AND WARRANTIES OF THE WALKER PARTIES. The Walker
Parties hereby represent and warrant to priceline.com as follows:
(a) All right, title and interest in and to the Intellectual
Property is owned by WAMP, free and clear of all liens, security interests,
license grants, mortgages or other encumbrances of any nature whatsoever;
(b) The Intellectual Property represents the existing
Buyer-Driven Commerce applications, products and services of WAMP; and
(c) To the knowledge of the Walker Parties, no registration in
respect of the Intellectual Property, or application to register the
Intellectual Property, has lapsed, expired, been abandoned or been canceled.
The Walker Parties shall, jointly and severally, indemnify priceline.com and its
Successors and hold such Persons harmless from and against any and all claims,
actions, suits,
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proceedings, liabilities, damages, legal fees (including the costs of defense)
or any other liabilities or obligations arising from or relating to a breach of
any of the above representations and warranties.
2.3 RIGHT TO PURCHASE. In addition to the Intellectual Property
conveyed to priceline.com pursuant to Section 2.1 above, the Walker Parties
hereby grant to priceline.com and its Successors the right to purchase any
inventions, patents and other intellectual property owned by one or both of the
Walker Parties and acquired, developed or discovered by one or both of the
Walker Parties any time after the Effective Date (the "ADDITIONAL INTELLECTUAL
PROPERTY"), provided that the Additional Intellectual Property is in process or
has been fully developed and will provide significant value in the use or
commercial exploitation of the Buyer-Driven Commerce Intellectual Property sold
and assigned to priceline.com hereunder. Priceline.com and its Successors may
exercise its right to purchase such Additional Intellectual Property by written
notice to the Walker Parties. Any such purchase shall be at the fair market
value of the Additional Intellectual Property being sold, as determined in good
faith by the parties to the transaction. In the event that a Walker Party
elects to sell all or any portion of the Additional Intellectual Property to any
Person other than priceline.com or a Successor, the Walker Party shall provide
priceline.com or its Successor of notice of such intent and priceline.com or the
Successor shall have the right to purchase the same at fair market value as
described in this Section 2.3.
2.4 WAMP ASSIGNMENTS. Concurrently with the parties execution and
delivery of this Agreement, WAMP shall execute and deliver to priceline.com a
Patent Assignment and a Trademark Assignment, each in the forms annexed hereto
as EXHIBIT A and EXHIBIT B, respectively. In addition to the foregoing, WAMP
and Walker Digital (as applicable) shall, from and after the Effective Date and
upon the reasonable request of priceline.com or its Successors, execute and
deliver to priceline.com or such Successor, good and sufficient bills of sale,
assignment and other instruments of transfer, each in recordable form, to sell,
assign and transfer to and vest in priceline.com or such Successor good and
marketable title to the Intellectual Property and/or the Additional Intellectual
Property herein conveyed, sold, assigned and transferred, and all rights, title
and interests in and to such Intellectual Property and/or Additional
Intellectual Property, such instruments to be in a form and having such content
reasonably satisfactory to counsel to priceline.com or such Successor.
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ARTICLE III
CONSIDERATION
In consideration of the Investment and the rights, conveyances,
covenants, representations and warranties of the Walker Parties as set forth in
Article II of this Agreement and Walker Digital's Initial Investment,
priceline.com hereby agrees as follows:
(a) Effective as of January 1, 1998, priceline.com hereby agrees
to issue to Walker Digital 6,016,667 units of common equity interests of
priceline.com. In connection with the foregoing, Walker Digital hereby
ratifies, adopts, accepts and agrees to be bound by all of the terms and
conditions of the priceline.com Limited Liability Agreement effective as of July
18, 1997 as if Walker Digital was an actual signatory thereto.
(b) Simultaneously with the parties' execution and delivery of
this Agreement, priceline.com hereby grants to Walker Digital a perpetual,
non-exclusive, royalty free right and license to use, solely for non-commercial
uses (meaning any use for internal development and research purposes and without
any right of commercial exploitation), all or any portion of (i) the
Intellectual Property other than the Trademarks, and (ii) all know-how,
knowledge, copyrights, patents and other intellectual property (but excluding
any trademarks, servicemarks, tradenames, trade dress, insignias, logos or other
similar items), developed and owned by priceline.com from and after the
Effective Date and designed or intended for use in Buyer-Driven Commerce
applications, products or services. In the event that Walker Digital exceeds
the scope and purpose of the license granted under this subsection (e), such
license may be terminated by priceline.com or its Successors immediately by
providing notice of termination to the Walker Parties, and all rights granted
under this subsection (e) shall immediately revert to and be fully vested in
priceline.com or its Successor.
ARTICLE IV
INTERCOMPANY LEASE
4.1 LEASE OF SPACE. Commencing on and as of the Effective Date and
continuing on a month-to-month basis thereafter, Walker Digital shall sublease
to the PriceLine Parties all or a portion of the real estate leased by Walker
Digital at Five High Ridge Park, Stamford, Connecticut 06905 (the "WALKER LEASED
SPACE"). The portions of
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the Walker Leased Space subject to the Intercompany Lease may, depending on the
occupancy requirements of the PriceLine Parties, fluctuate from time to time
during the term of the Intercompany Lease. On not less than a quarterly basis
commencing with the calendar quarter beginning July 1, 1998, Walker Digital and
priceline.com shall determine in good faith the portion of the Walker Leased
Space then occupied by the PriceLine Parties (the "PRICELINE OCCUPIED SPACE")
for purposes of the payment obligations of the PriceLine Parties set forth in
section 4.2 below.
4.2 LEASE AND OTHER PAYMENTS. The monthly rent payable by the
PriceLine Parties under the Intercompany Lease shall be equal to Walker
Digital's monthly base rental payment for leasing the PriceLine Occupied Space
then occupied by the PriceLine Parties (as determined by Walker Digital and
priceline.com as required by Section 4.1 above). In addition to the foregoing,
the PriceLine Parties shall pay to Walker Digital, on a monthly basis after
invoice from Walker Digital (i) their proportionate share, based on the then
current PriceLine Occupied Space, of the monthly out-of-pocket cost to Walker
Digital for all utilities (other than telephone and telecom services), taxes and
maintenance, cleaning, security and repair fees paid by Walker Digital with
respect to the Walker Leased Space, (ii) their proportionate share, based on
usage, of the monthly out-of-pocket cost to Walker Digital for the provision of
third party telephone and telecom services to the PriceLine Parties, and (iii)
their proportionate share, based on the usage of the PriceLine Parties, of the
monthly out-of-pocket cost to Walker Digital for all capital equipment located
at or on the Walker Leased Space (such as photocopy and facsimile equipment and
leased appliances), PROVIDED, HOWEVER, that all telephones (including cellular
telephones), personal computers and printers used by the PriceLine Parties and
owned or leased by Walker Digital shall be paid for by the PriceLine Parties
based on the actual out-of-pocket cost to Walker Digital for the provision of
each such item to the PriceLine Parties.
4.3 LEASE TERM. The Intercompany Lease will continue on a
month-to-month basis until terminated by Walker Digital or a PriceLine Party on
at least ninety (90) days prior written to the other parties. A PriceLine Party
may freely assign its rights and obligations under the Intercompany Lease to any
affiliate or any Successor without the consent of Walker Digital.
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ARTICLE V
SUPPORT SERVICES
5.1 INTERCOMPANY SERVICES. For a period not to exceed three (3)
years from the Effective Date unless otherwise extended by Walker Digital and
priceline.com, Walker Digital shall provide to priceline.com, or to PriceLine
Travel at priceline.com's request, any legal, technical, consulting or other
services requested from time to time by priceline.com; PROVIDED, HOWEVER, that
Walker Digital personnel, at the time of such request, possess the requisite
experience and knowledge necessary to provide such Intercompany Services and
have reasonable time availability to provide such Intercompany Services within
the time requested. Any Intercompany Services provided by Walker Digital that
are legal in nature shall be at the direction of, and shall be supervised by,
the Chief Legal Officer of priceline.com.
5.2 INTERCOMPANY SERVICES FEE. Priceline.com shall pay for the
Intercompany Services on a per project or assignment basis. The fee shall be
commercially reasonable and shall be negotiated in good faith by priceline.com
and Walker Digital.
5.3 NO REQUIRED USE. Nothing herein shall prohibit priceline.com
from engaging any other person to provide legal, technical, consulting or other
services to priceline.com. Without limiting the generality of the foregoing,
nothing herein shall prohibit priceline.com from engaging any other Persons to
perform any or all services that make up the Intercompany Services without first
requesting Walker Digital to provide such services.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 WAIVER; MODIFICATION. No provision of this Agreement may be
amended, modified, waived or discharged unless such amendment, waiver,
modification or discharge is agreed to in writing and signed by each of the
parties hereto or a duly authorized representative thereto. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
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6.2 INVALIDITY. If any provision of this Agreement shall be
determined by any court of competent jurisdiction to be unenforceable or invalid
to any extent, the remainder of this Agreement shall not be affected thereby,
and this Agreement shall be construed to the fullest extent possible as to give
effect to the intentions of the provision found unenforceable or invalid.
6.3 PARTIES IN INTEREST. This Agreement may not be assigned by a
Walker Party without the prior written consent of priceline.com (whether by a
sale of all or substantially all of its assets, a change in control or by
operation of law), which consent shall not be unreasonably withheld or delayed.
This Agreement shall be binding upon the parties hereto and all Successors.
6.4 EXPENSES. Except as otherwise specifically provided for herein,
each party hereto shall bear all expenses incurred by it in connection with this
Agreement including, without limitation, the charges of its counsel, accountants
and other experts.
6.5 NOTICES. All notices and other communications provided for
hereunder shall be in writing and shall be delivered to each party hereto by
hand or sent by reputable overnight courier, with receipt verified, or
registered or certified mail, return receipt requested, addressed as follows:
If to WAMP:
Walker Asset Management Limited Partnership
Four High Ridge Park
Stamford, CT 06905
Attention: President, Chief Operating Officer or Chief
Legal Officer of the General Partner
If to Walker Digital:
Walker Digital Corporation
Five High Ridge Park
Stamford, CT 06905
Attention: President, Chief Operating Officer or Chief
Legal Officer
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If to priceline.com:
Priceline.com LLC
Five High Ridge Park
Stamford, CT 06905
Attention: President, Chief Operating Officer or Chief
Legal Officer
If to PriceLine Travel:
PriceLine Travel, Inc.
Five High Ridge Park
Stamford, CT 06905
Attention: President, Chief Operating Officer or Chief
Legal Officer
or at such other address as either party may specify by notice to the other
party given as aforesaid. Such notices shall be deemed to be effective when the
same shall be deposited, postage prepaid, in the mail and/or when the same shall
have been delivered by hand or overnight courier, as the case may be. If any
action or notice is to be taken or given on or by a particular calendar day, and
such calendar day is not a business day, then such action or notice may be
deferred until, or may be taken or given on, the next business day.
6.6 GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut without regard to its conflicts of law
principles.
6.7 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
6.8 HEADINGS. All headings contained in this Agreement are for
reference purposes only and shall not in any way effect the meaning or
interpretation of any provision or provisions of this Agreement.
6.9 INTEGRATION. This Agreement, and the documents to be delivered
in connection therewith, and the exhibits and schedules thereto, if any, set
forth the entire
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agreement of the parties hereto in respect of the subject matter contained
herein and supersede all prior and contemporaneous agreements, promises,
covenants, arrangements, understandings, communications, representations or
warranties, whether oral or written, by any party hereto; and any prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and canceled. No agreements or representations,
whether written, oral, express or implied, with respect to the subject matter
hereof have been made by either party that are not set forth expressly in this
Agreement and the other documents to be delivered in connection herewith and
therewith.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the ___ day of _____, 1998.
WALKER ASSET MANAGEMENT WALKER DIGITAL CORPORATION
LIMITED PARTNERSHIP
By: Walker Digital Corporation,
its sole General Partner
By:_________________________ By:________________________
Name: Name:
Title: Title:
PRICELINE.COM. LLC PRICELINE TRAVEL, INC.
By:________________________ By:________________________
Name: Name:
Title: Title:
<PAGE>
SCHEDULE A
1. U.S. PATENTS
PATENT NO. TITLE
2. U.S. PATENT APPLICATIONS
SERIAL NO. TITLE
08/707,660 Method and Apparatus for a Cryptographically
Assisted Commercial Network System
Designed to Facilitate Buyer-Driven Conditional
Purchase Offers
08/889,319 Conditional Purchase Offer Management System
08/923,530 Conditional Purchase Offer Management System
for Event Tickets
08/943,266 System and Method for Aggregating Multiple Buyers
Utilizing Conditional Purchase Offers (CPOs)
08/923,317 Conditional Purchase Offer Management System
for Telephone Calls
08/923,683 Conditional Purchase Offer (CPO)
Management System for Packages
08/964,967 Conditional Purchase Offer (CPO)
Management System for Collectibles
08/923,524 Conditional Purchase Offer (CPO)
and Third-Party Input Management System
08/969,875 Conditional Purchase Offer (CPO)
Management System for Vehicle Leases
08/923,618 Conditional Purchase Offer
Management System for Cruises
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08/943,483 System and Method for Facilitating Acceptance
of Conditional Purchase Offers (CPOs)
08/997,170 Conditional Purchase Offer Buyer Agency System
3. FOREIGN PATENTS AND PATENT APPLICATIONS
COUNTRY APPLN. NO. TITLE
WO US97/15492 Conditional Purchase Offer
Management System
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SCHEDULE B
Service Marks Owned or Controlled by Walker Asset Management Limited Partnership
and Worldwide Applications to Register Therefor
Description of Mark Country Appl. No. Filing Date
PRICELINE (word) United States 75/218912 27-Dec-96
Canada 848845 24-Jun-97
Community Trademark 595850 25-Jun-97
Japan 132553 27-Jun-97
TRAVEL PRICELINE (word) United States 75/218913 27-Dec-96
PRICELINE.COM (word) United States 75/371458 10-Oct-97
Canada 871380 06-Mar-98
Community Trademark 794537 08-Apr-98
Japan 27911/98 02-Apr-98
SUPER LEISURE (word) United States 75/406667 17-Dec-97
Canada 875442 17-Apr-98
Community Trademark 817494 06-May-98
Japan 39499/98 12-May-98
<PAGE>
EXHIBIT A
PATENT ASSIGNMENT
BY AND BETWEEN WALKER ASSET MANAGEMENT
LIMITED PARTNERSHIP AND PRICELINE.COM LLC
WHEREAS, Walker Asset Management Limited Partnership, hereinafter
"Assignor", a limited partnership organized and existing under the laws of the
State of Connecticut and having a principal office at Five High Ridge Park,
Stamford, Connecticut, 06905, is the owner of the entire right, title and
interest in and to certain patents and patent applications listed on SCHEDULE 1
annexed hereto (collectively referred to as the "Patents"); and
WHEREAS, priceline.com LLC, hereinafter "Assignee", a limited
liability company organized and existing under the laws of the State of Delaware
and having a principal office at Five High Ridge Park, Stamford, Connecticut,
06905, is desirous of acquiring all right, title, and interest in and to the
Patents.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and
transfers to Assignee the entire right, title and interest in and to the Patents
throughout the world and the inventions and designs covered thereby, including
the right to claim priority and the right to any continuation, division, or
substitute application thereof and the right to any reissue, restoration,
extension or reexamination of any patent thereof, the same to be held and
enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment
of its successors, assigns and legal representatives, to the end of the terms
for which the Patents have been or will be granted, as fully and entirely as the
same would have been held and enjoyed by Assignor if this assignment had not
been made; together with all claims by Assignor for damages by reason of past
infringement of the Patents with the
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right to sue for, and collect the same for its own use and benefit, and for the
use and benefit of its successors, assigns and other legal representatives.
Assignor agrees that when requested by Assignee it will, at the sole
cost of Assignee, execute all documents necessary or desirable to properly vest
full right, title and interest in and to all Patents throughout the world in the
name of Assignee or which, in the sole judgment of Assignee, may be necessary to
obtain, maintain, issue or enforce said Patents.
IN WITNESS WHEREOF, Walker Asset Management Limited Partnership has
caused this Patent Assignment to be executed and delivered as of this __ day of
_______, 1998.
IN WITNESS WHEREOF, priceline.com LLC accepts this Patent Assignment
executed and delivered as of this __ day of _______, 1998.
WALKER ASSET MANAGEMENT
LIMITED PARTNERSHIP
By: Walker Digital Corporation
Its Sole General Partner
By:_________________________
Name:
Title:
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3
State of ________________ )
) ss.:
County of ______________ )
On this ____ day of _____, 1998, before me personally came ________________, to
me known, who being by me duly sworn, did depose and say that he/she is
______________ of Walker Digital Corporation, the sole general partner of the
limited partnership described in and which executed the foregoing instrument;
and that he/she signed his/her name thereto by order of the Board of Directors
of Walker Digital Corporation.
[Notarial Seal] ____________________________________
Notary Public
<PAGE>
SCHEDULE 1
1. U.S. PATENTS
PATENT NO. TITLE
2. U.S. PATENT APPLICATIONS
SERIAL NO. TITLE
08/707,660 Method and Apparatus for a Cryptographically
Assisted Commercial Network System
Designed to Facilitate Buyer-Driven Conditional
Purchase Offers
08/889,319 Conditional Purchase Offer Management System
08/923,530 Conditional Purchase Offer Management System
for Event Tickets
08/943,266 System and Method for Aggregating Multiple Buyers
Utilizing Conditional Purchase Offers (CPOs)
08/923,317 Conditional Purchase Offer Management System
for Telephone Calls
08/923,683 Conditional Purchase Offer (CPO)
Management System for Packages
08/964,967 Conditional Purchase Offer (CPO)
Management System for Collectibles
08/923,524 Conditional Purchase Offer (CPO)
and Third-Party Input Management System
08/969,875 Conditional Purchase Offer (CPO)
Management System for Vehicle Leases
08/923,618 Conditional Purchase Offer
Management System for Cruises
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2
08/943,483 System and Method for Facilitating Acceptance
of Conditional Purchase Offers (CPOs)
08/997,170 Conditional Purchase Offer Buyer Agency System
3. FOREIGN PATENTS AND PATENT APPLICATIONS
COUNTRY APPLN. NO. TITLE
WO US97/15492 Conditional Purchase Offer
Management System
<PAGE>
EXHIBIT B
TRADEMARK ASSIGNMENT
BY AND BETWEEN WALKER ASSET MANAGEMENT
LIMITED PARTNERSHIP AND PRICELINE.COM LLC
WHEREAS, Walker Asset Management Limited Partnership, hereinafter
"Assignor", a limited partnership organized and existing under the laws of the
State of Connecticut, having a principal place of business at Five High Ridge
Park, Stamford, Connecticut 06905, is the record owner of certain trademark
registrations and/or trademark applications listed in SCHEDULE 1 (collectively
referred to as the "Marks"); and
WHEREAS, priceline.com LLC hereinafter "Assignee", a limited liability
company organized and existing under the laws of the State of Delaware, having a
place of business at Five High Ridge Park, Stamford, Connecticut 06905, desires
to acquire the Marks.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and
transfers to Assignee, its successors and assigns, all of Assignor's right,
title and interest, whether statutory or at common law, in and to the Marks,
together with the goodwill of the business symbolized by them throughout the
world and such other trademarks, service marks, trade names and trade dress as
may be owned by Assignor and used in connection with the Marks, and all
registrations and pending applications therefor, in all countries throughout the
world (collectively, "All Marks"), together with all causes of action for any
and all previously occurring infringements of the rights being assigned and the
right to receive and retain the proceeds relating to those infringements.
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Assignor agrees to execute further papers and to do such other acts as
may be necessary and proper to vest full title in and to All Marks in the
Assignee or which may be necessary to obtain, renew, issue or enforce All Marks.
This Trademark Assignment may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, Walker Asset Management Limited Partnership has
caused this Trademark Assignment to be executed and delivered as of this ___ day
of ____, 1998.
IN WITNESS WHEREOF, priceline.com LLC accepts this Trademark
Assignment executed and delivered as of this ___ day of _____, 1998.
WALKER ASSET MANAGEMENT
LIMITED PARTNERSHIP
By: Walker Digital Corporation
Its Sole General Partner
By:_________________________
Name:
Title:
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3
State of ________________ )
) ss.:
County of ______________ )
On this ____ day of ____, 1998, before me personally came ________________, to
me _____ known, who being by me duly sworn, did depose and say that he/she is
______________ of Walker Digital Corporation, the sole general partner of the
limited partnership described in and which executed the foregoing instrument;
and that he/she signed his/her name thereto by order of the Board of Directors
of Walker Digital Corporation.
[Notarial Seal] ____________________________________
Notary Public
<PAGE>
SCHEDULE 1
Service Marks Owned or Controlled by Walker Asset Management Limited Partnership
and Worldwide Applications to Register Therefor
Description of Mark Country Appl. No. Filing Date
PRICELINE (word) United States 75/218912 27-Dec-96
Canada 848845 24-Jun-97
Community Trademark 595850 25-Jun-97
Japan 132553 27-Jun-97
TRAVEL PRICELINE (word) United States 75/218913 27-Dec-96
PRICELINE.COM (word) United States 75/371458 10-Oct-97
Canada 871380 06-Mar-98
Community Trademark 794537 08-Apr-98
Japan 27911/98 02-Apr-98
SUPER LEISURE (word) United States 75/406667 17-Dec-97
Canada 875442 17-Apr-98
Community Trademark 817494 06-May-98
Japan 39499/98 12-May-98