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EXHIBIT 10.143
COLLATERAL ASSIGNMENT, PATENT MORTGAGE
AND SECURITY AGREEMENT
This Collateral Assignment, Patent Mortgage and Security Agreement is
made as of the 10th day of July 1995, by and between Alpha Microsystems
("Assignor"), and Silicon Valley Bank, a California banking corporation
("Assignee").
RECITALS
A. Assignee has agreed to lend to Assignor certain funds (the
"Loans"), pursuant to a Loan and Security Agreement of even date herewith (the
"Loan Agreement") and Assignor desires to borrow such funds from Assignee.
B. In order to induce Assignee to make the Loans, Assignor has
agreed to assign certain intangible property to Assignee for purposes of
securing the obligations of Assignor to Assignee.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Assignment, Patent Mortgage and Grant of Security Interest.
As collateral security for the prompt and complete payment and performance of
all of Assignor's present or future indebtedness, obligations and liabilities
to Assignee, Assignor hereby assigns, transfers, conveys and grants a security
interest and mortgage to Assignee, as security, but not as an ownership
interest, in and to Assignor's entire right, title and interest in, to and
under the following (all of which shall collectively be called the
"Collateral"):
(a) All of present and future United States registered
copyrights and copyright registrations, including, without limitation, the
registered copyrights listed in Exhibit A-1 to this Agreement (and including
all of the exclusive rights afforded a copyright registrant in the United
States under 17 U.S.C. Sec. 106 and any exclusive rights which may in the future
arise by act of Congress or otherwise) and all present and future applications
for copyright registrations (including applications for copyright registrations
of derivative works and compilations) (collectively, the "Registered
Copyrights"), and any and all royalties, payments, and other amounts payable to
Assignor in connection with the Registered Copyrights, together with all
renewals and extensions of the Registered Copyrights, the right to recover for
all past, present, and future infringements of the Registered Copyrights, and
all computer programs, computer databases, computer program flow diagrams,
source codes, object codes and all tangible property embodying or incorporating
the Registered Copyrights, and all other rights of every kind whatsoever
accruing thereunder or pertaining thereto.
(b) All present and future copyrights which are not
registered in the United States Copyright Office (the "Unregistered
Copyrights"), whether now owned or hereafter acquired, including without
limitation the Unregistered Copyrights listed in Exhibit A-2 to this Agreement,
and any and all royalties, payments, and other amounts payable to Assignor in
connection with the Unregistered Copyrights, together with all renewals and
extensions of the Unregistered Copyrights, the right to recover for all past,
present, and future infringements of the Unregistered Copyrights, and all
computer programs, computer databases, computer program flow diagrams, source
codes, object codes and all tangible property embodying or incorporating the
Unregistered Copyrights, and all other rights of every kind whatsoever accruing
thereunder or pertaining thereto. The Registered Copyrights and the
Unregistered Copyrights collectively are referred to herein as the
"Copyrights."
(c) All right, title and interest in and to any and all
present and future license agreements with respect to the Copyrights, including
without limitation the license agreements listed in Exhibit A-3 to this
Agreement (the "Licenses").
(d) All present and future accounts, accounts receivable
and other rights to payment arising from, in connection with or relating to the
Copyrights.
(e) Any and all trade secrets, and any and all
intellectual property rights in computer software and computer software
products now or hereafter existing, created, acquired or held;
(f) Any and all design rights which may be available to
Assignor now or hereafter existing, created, acquired or held;
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(g) All patents, patent applications and like protections
including, without limitation, improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same, including
without limitation the patents and patent applications set forth on Exhibit B
attached hereto (collectively, the "Patents");
(h) Any trademark and servicemark rights, whether
registered or not, applications to register and registrations of the same and
like protections, and the entire goodwill of the business of Assignor connected
with and symbolized by such trademarks, including without limitation those set
forth on Exhibit C attached hereto (collectively, the "Trademarks")
(i) Any and all claims for damages by way of past,
present and future infringements of any of the rights included above, with the
right, but not the obligation, to sue for and collect such damages for said use
or infringement of the intellectual property rights identified above;
(j) All licenses or other rights to use any of the
Copyrights, Patents or Trademarks, and all license fees and royalties arising
from such use to the extent permitted by such license or rights;
(k) All amendments, extensions, renewals and extensions
of any of the Copyrights, Trademarks or Patents; and
(l) All proceeds and products of the foregoing, including
without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing.
THE INTEREST IN THE COLLATERAL BEING ASSIGNED HEREUNDER SHALL NOT BE CONSTRUED
AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE ASSIGNOR'S
OBLIGATIONS TO ASSIGNEE UNDER THE LOAN AGREEMENT.
2. Authorization and Request. Assignor authorizes and requests
that the Register of Copyrights and the Commissioner of Patents and Trademarks
record this conditional assignment.
3. Covenants and Warranties. Assignor represents, warrants,
covenants and agrees as follows:
(a) Assignor is now the sole owner of the Collateral,
except for non-exclusive licenses granted by Assignor to its customers in the
ordinary course of business.
(b) Listed on Exhibits A-1 and A-2 are all * copyrights
owned by Assignor, in which Assignor has an interest, or which are used in
Assignor's business **.
* MATERIAL
** AND WHICH, IN ANY EVENT, RELATE TO OR RESULT IN 100% OF THE
ACCOUNTS THAT ASSIGNOR INCLUDES AND WILL INCLUDE IN THE COLLATERAL REPORTS THAT
ASSIGNOR PROVIDES TO ASSIGNEE FOR BORROWING PURPOSES UNDER THE LOAN AGREEMENT
(c) Each employee, agent and/or independent contractor
who has participated in the creation of the property constituting the
Collateral has either executed an assignment of his or her rights of authorship
to Assignor or is an employee of Assignor acting within the scope of his or her
employment and was such an employee at the time of said creation.
(d) All of Assignor's present and future software,
computer programs and other works of authorship subject to United States
copyright protection, the sale, licensing or other disposition of which results
in royalties receivable, license fees receivable, accounts receivable or other
sums owing to Assignor (collectively, "Receivables"), have been and shall be
registered with the United States Copyright Office prior to the date Assignor
requests or accepts any loan from Assignee with respect to such Receivables and
prior to the date Assignor includes any such Receivables in any accounts
receivable aging, borrowing base report or certificate or other similar report
provided to Assignee, and Assignor shall provide to Assignee copies of all such
registrations promptly upon the receipt of the same.
(e) Assignor shall undertake all reasonable measures to
cause its employees, agents and
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independent contractors to assign to Assignor all rights of authorship to any
copyrighted material in which Assignor has or may subsequently acquire any
right or interest.
(f) Performance of this Assignment does not conflict with
or result in a breach of any agreement to which Assignor is bound, except to
the extent that certain intellectual property agreements prohibit the
assignment of the rights thereunder to a third party without the licensor's or
other party's consent and this Assignment constitutes an assignment.
(g) During the term of this Agreement, Assignor will not
transfer or otherwise encumber any interest in the Collateral, except for
non-exclusive licenses granted by Assignor in the ordinary course of business
or as set forth in this Assignment;
(h) Each of the Patents is valid and enforceable, and no
part of the Collateral has been judged invalid or unenforceable, in whole or in
part, and no claim has been made that any part of the Collateral violates the
rights of any third party;
(i) Assignor shall promptly advise Assignee of any
material adverse change in the composition of the Collateral, including but not
limited to any subsequent ownership right of the Assignor in or to any
Trademark, Patent or Copyright not specified in this Assignment;
(j) Assignor shall (i) protect, defend and maintain the
validity and enforceability of the Trademarks, Patents and Copyrights, (ii) use
its best efforts to detect infringements of the Trademarks, Patents and
Copyrights and promptly advise Assignee in writing of material infringements
detected and (iii) not allow any Trademarks, Patents, or Copyrights to be
abandoned, forfeited or dedicated to the public without the written consent of
Assignee, which shall not be unreasonably withheld unless Assignor determines
that reasonable business practices suggest that abandonment is appropriate.
(k) Assignor shall promptly register the most recent
version of any of Assignor's Copyrights, if not so already registered, and
shall, from time to time, execute and file such other instruments, and take
such further actions as Assignee may reasonably request from time to time to
perfect or continue the perfection of Assignee's interest in the Collateral;
(l) This Assignment creates, and in the case of after
acquired Collateral, this Assignment will create at the time Assignor first has
rights in such after acquired Collateral, in favor of Assignee a valid and
perfected first priority security interest in the Collateral in the United
States securing the payment and performance of the obligations evidenced by the
Loan Agreement upon making the filings referred to in clause (m) below;
(m) To its knowledge, except for, and upon, the filing
with the United States Patent and Trademark office with respect to the Patents
and Trademarks and the Register of Copyrights with respect to the Copyrights
necessary to perfect the security interests and assignment created hereunder
and except as has been already made or obtained, no authorization, approval or
other action by, and no notice to or filing with, any U.S. governmental
authority or U.S. regulatory body is required either (i) for the grant by
Assignor of the security interest granted hereby or for the execution, delivery
or performance of this Assignment by Assignor in the U.S. or (ii) for the
perfection in the United States or the exercise by Assignee of its rights and
remedies thereunder;
(n) All information heretofore, herein or hereafter
supplied to Assignee by or on behalf of Assignor with respect to the Collateral
is accurate and complete in all material respects.
(o) Assignor shall not enter into any agreement that
would materially impair or conflict with Assignor's obligations hereunder
without Assignee's prior written consent, which consent shall not be
unreasonably withheld. Assignor shall not permit the inclusion in any material
contract to which it becomes a party of any provisions that could or might in
any way prevent the creation of a security interest in Assignor's rights and
interest in any property included within the definition of the Collateral
acquired under such contracts, except that certain contracts may contain
anti-assignment provisions that could in effect prohibit the creation of a
security interest in such contracts.
(p) Upon any executive officer of Assignor obtaining
actual knowledge thereof, Assignor will promptly notify Assignee in writing of
any event that materially adversely affects the value of any
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material Collateral, the ability of Assignor to dispose of any material
Collateral or the rights and remedies of Assignee in relation thereto,
including the levy of any legal process against any of the Collateral.
4. Assignee's Rights. Assignee shall have the right, but not the
obligation, to take, at Assignor's sole expense, any actions that Assignor is
required under this Assignment to take but which Assignor fails to take, after
fifteen (15) days' notice to Assignor. Assignor shall reimburse and indemnify
Assignee for all reasonable costs and reasonable expenses incurred in the
reasonable exercise of its rights under this section 4.
5. Inspection Rights. Assignor hereby grants to Assignee and its
employees, representatives and agents the right to visit, during reasonable
hours upon prior reasonable written notice to Assignor, and any of Assignor's
plants and facilities that manufacture, install or store products (or that have
done so during the prior six-month period) that are sold utilizing any of the
Collateral, and to inspect the products and quality control records relating
thereto upon reasonable written notice to Assignor and as often as may be
reasonably requested, but not more than one (1) in every six (6) months;
provided, however, nothing herein shall entitle Assignee access to Assignor's
trade secrets and other proprietary information.
6. Further Assurances; Attorney in Fact.
(a) Upon an Event of Default, on a continuing basis
thereafter, Assignor will, subject to any prior licenses, encumbrances and
restrictions and prospective licenses, make, execute, acknowledge and deliver,
and file and record in the proper filing and recording places in the United
States, all such instruments, including, appropriate financing and continuation
statements and collateral agreements and filings with the United States Patent
and Trademarks Office and the Register of Copyrights, and take all such action
as may reasonably be deemed necessary or advisable, or as requested by
Assignee, to perfect Assignee's security interest in all Copyrights, Patents
and Trademarks and otherwise to carry out the intent and purposes of this
Collateral Assignment, or for assuring and confirming to Assignee the grant or
perfection of a security interest in all Collateral.
(b) Upon an Event of Default, Assignor hereby irrevocably
appoints Assignee as Assignor's attorney-in-fact, with full authority in the
place and stead of Assignor and in the name of Assignor, Assignee or otherwise,
from time to time in Assignee's discretion, upon Assignor's failure or
inability to do so, to take any action and to execute any instrument which
Assignee may deem necessary or advisable to accomplish the purposes of this
Collateral Assignment, including:
(i) To modify, in its sole discretion, this
Collateral Assignment without first obtaining Assignor's approval of or
signature to such modification by amending Exhibit A-1, Exhibit A-2, Exhibit
A-3, Exhibit B and Exhibit C, thereof, as appropriate, to include reference to
any right, title or interest in any Copyrights, Patents or Trademarks acquired
by Assignor after the execution hereof or to delete any reference to any right,
title or interest in any Copyrights, Patents or Trademarks in which Assignor no
longer has or claims any right, title or interest; and
(ii) To file, in its sole discretion, one or more
financing or continuation statements and amendments thereto, relative to any of
the Collateral without the signature of Assignor where permitted by law.
7. Events of Default. The occurrence of any of the following
shall constitute an Event of Default under the Assignment:
(a) An Event of Default occurs under the Loan
Agreement; or
(b) Assignor breaches any warranty or agreement made by
Assignor in this Assignment.
8. Remedies. Upon the occurrence and continuance of an Event of
Default, Assignee shall have the right to exercise all the remedies of a
secured party under the California Uniform Commercial Code, including without
limitation the right to require Assignor to assemble the Collateral and any
tangible property in which Assignee has a security interest and to make it
available to Assignee at a place designated by Assignee. Assignee shall have a
nonexclusive, royalty free license to use the Copyrights, Patents and
Trademarks to the extent reasonably necessary to permit Assignee to exercise
its rights and remedies upon the occurrence of an Event of Default. Assignor
will pay any expenses (including reasonable attorney's fees)
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incurred by Assignee in connection with the exercise of any of Assignee's
rights hereunder, including without limitation any expense incurred in
disposing of the Collateral. All of Assignee's rights and remedies with
respect to the Collateral shall be cumulative.
9. Indemnity. Assignor agrees to defend, indemnify and hold
harmless Assignee and its officers, employees, and agents against: (a) all
obligations, demands, claims, and liabilities claimed or asserted by any other
party in connection with the transactions contemplated by this Agreement, and
(b) all losses or expenses in any way suffered, incurred, or paid by Assignee
as a result of or in any way arising out of, following or consequential to
transactions between Assignee and Assignor, whether under this Assignment or
otherwise (including without limitation, reasonable attorneys fees and
reasonable expenses), except for losses arising form or out of Assignee's gross
negligence or willful misconduct.
10. Release. At such time as Assignor shall completely satisfy
all of the obligations secured hereunder, Assignee shall execute and deliver to
Assignor all assignments and other instruments as may be reasonably necessary
or proper to terminate Assignee's security interest in the Collateral, subject
to any disposition of the Collateral which may have been made by Assignee
pursuant to this Agreement. For the purpose of this Agreement, the obligations
secured hereunder shall be deemed to continue if Assignor enters into any
bankruptcy or similar proceeding at a time when any amount paid to Assignee
could be ordered to be repaid as a preference or pursuant to a similar theory,
and shall continue until it is finally determined that no such repayment can be
ordered.
11. No Waiver. No course of dealing between Assignor and
Assignee, nor any failure to exercise nor any delay in exercising, on the part
of Assignee, any right, power, or privilege under this Agreement or under the
Loan Agreement or any other agreement, shall operate as a waiver. No single or
partial exercise of any right, power, or privilege under this Agreement or
under the Loan Agreement or any other agreement by Assignee shall preclude any
other or further exercise of such right, power, or privilege or the exercise of
any other right, power, or privilege by Assignee.
12. Rights Are Cumulative. All of Assignee's rights and remedies
with respect to the Collateral whether established by this Agreement, the Loan
Agreement, or any other documents or agreements, or by law shall be cumulative
and may be exercised concurrently or in any order.
13. Course of Dealing. No course of dealing, nor any failure to
exercise, nor any delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.
14. Attorneys' Fees. If any action relating to this Assignment is
brought by either party hereto against the other party, the prevailing party
shall be entitled to recover reasonable attorneys fees, costs and
disbursements.
15. Amendments. This Assignment may be amended only by a written
instrument signed by both parties hereto. To the extent that any provision of
this Agreement conflicts with any provision of the Loan Agreement, the
provision giving Assignee greater rights or remedies shall govern, it being
understood that the purpose of this Agreement is to add to, and not detract
from, the rights granted to Assignee under the Loan Agreement. This Agreement,
the Loan Agreement, and the documents relating thereto comprise the entire
agreement of the parties with respect to the matters addressed in this
Agreement.
16. Severability. The provisions of this Agreement are severable.
If any provision of this Agreement is held invalid or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such provision or part thereof in any other
jurisdiction, or any other provision of this Agreement in any jurisdiction.
17. Counterparts. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.
18. California Law and Jurisdiction. This Assignment shall be
governed by the laws of the State of California, without regard for choice of
law provisions. Assignor and Assignee consent to the nonexclusive jurisdiction
of any state or federal court located in Orange County, California.
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19. Confidentiality. In handling any confidential information,
Assignee shall exercise the same degree of care that it exercises with respect
to its own proprietary information of the same types to maintain the
confidentiality of any non-public information thereby received or received
pursuant to this Assignment except that the disclosure of this information may
be made (i) to the affiliates of the Assignee, (ii) to prospective transferee
or purchasers of an interest in the obligations secured hereby, provided that
they have entered into a comparable confidentiality agreement in favor of
Assignor and have delivered a copy to Assignor, (iii) as required by law,
regulation, rule or order, subpoena judicial order or similar order and (iv) as
may be required in connection with the examination, audit or similar
investigation of Assignee.
20. WAIVER OF RIGHT TO JURY TRIAL. ASSIGNEE AND ASSIGNOR EACH
HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; OR (II) ANY
OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN ASSIGNEE AND ASSIGNOR;
OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF ASSIGNEE OR ASSIGNOR OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH ASSIGNEE OR ASSIGNOR; IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day
and year first above written.
ADDRESS OF ASSIGNOR: ASSIGNOR:
2722 South Fairview Street ALPHA MICROSYSTEMS
Santa Ana, California 92704
By: DOUGLAS J. TULLIO
------------------------
Name: DOUGLAS J. TULLIO
----------------------
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STATE OF CALIFORNIA )
) ss.
COUNTY OF ________________ )
On _____________________, 1995, before me, __________________________
_________________________________________, Notary Public, personally appeared
_______________________________________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
_______________________________
(Seal)
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Exhibit "A-1" attached to that certain Collateral Assignment, Patent Mortgage
and Security Agreement
EXHIBIT "A-1"
REGISTERED COPYRIGHTS
REG. NO. REG. DATE COPYRIGHT
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See listing on Exhibit A-1 Continuation, attached hereto and made a part
hereof.
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EXHIBIT A-1 CONTINUATION
COPYRIGHT LISTS
COPYRIGHTS APPLIED FOR REGISTRATION DATE NUMBER
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16 PORT AM113 AUTOGEN 1.0 (B06) 09/02/88 346 916
8 PORT AM113 AUTOGEN 1.0 (B04) 09/02/88 346 920
16 PORT AM113 AUTOGEN 1.0 (B04) 09/02/88 346 919
4 PORT AM1 13 AUTOGEN 1.0 (B04) 09/02/88 346 889
32 PORT AM113 AUTOGEN 1.0 (B04) 09/02/88 346 918
32 Port AM113 Autogen 1.0 (B06) 09/02/88 346 917
ALPHAMATE 2.0(A00) 09/02/88 346 890
ALPHAMATE 1.0(A00) 09/02/88 346 914
UNLIMITED PORT AM-113 AUTOGEN 1.0 (B04) 09/02/88 346 915
UNLIMITED PORT AM-113 AUTOGEN 1.0 (B06) 09/02/88 346 913
Hdw Supp 1.6 (for AMOS "D")(D00) 11/15/88 351 885
Hdw Supp 2.2 (for AMOS 2.0)(D00) 11/15/88 351 893
AlphaNET 2.0(A00) 11/15/88 351 577
AlphaCALC 1.2A(A00) 11/15/88 351 888
AlphaCOBOL 2.0(A00) 11/15/88 351 545
Amigos 1.0A(B00) 11/15/88 351 918
AM-72/AM62G Terminal Support 1.0A(B00) 11/15/88 351 940
AMOS/32 2.0A(C01) 02/06/89 375 500
AlphaC 1.0B (A00)
AMOS/L 2.0A (C01) 02/06/89 375 498
SMC BASIC 1.0(A00) 11/12/86 260-172
SMC BASIC 1.0A(A01) 11/12/86 260-174
ALPHACALC 1.2(C01) 03/30/87 276-619
ALPHACALC 1.0(A01) 05/26/87 283 136
ALPHACALC 1.1(B00) 05/26/87 283 135
ALPHACALC 1.1-3(B01) 05/26/87 283 137
ALPHACOBOL 1.2A(A00) 11/12/86 260 173
ALPHACOBOL 1.2A(B00) 11/12/86 261 955
Videotrax German 2.1 (A00) 09/28/87 299 430
Videotrax Spanish 2.1 (A00) 09/28/87 299 431
Videotrax French 2.1 (A00) 09/28/87 299 432
Videotrax 3.1 (A00) 09/28/87 299 427
Videotrax 3.06 (A00) 09/28/87 299 424
Videotrax 2.2 (A00) 09/28/87 299 428
Alpha RJE/L 2.0 (B01) 03/30/87 276 620
Alpha RJE/L JES III 03/30/87 276 621
Alpha RJE/L 1.0 (A00) 03/30/87 276 626
AM-515 1.0(A00) 09/28/87 299 426
AM-515 Phase II 1.0(A01) 09/28/87 299 429
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AM 350 PHASE I UPDATE 1.0 (A00) 11/03/87 305 356
AM 350 PHASE II 1.1 (A00) 11/03/87 305 357
AM 350 PHASE II 1.1 (A01) 11/03/87 305 358
ALPHAWRITE 1.1A-A (B01) 03/30/87 276 625
ALPHAWRITE 1.0 (A00) 03/30/87 276 624
ALPHAWRITE 1.0A(A01) 03/30/87 276 623
ALPHAWRITE 1.1 (B00) 03/30/87 276 622
ALPHAWRITE 1.2 (C00) 11/17/86 275 799
UNIX PORTING TOOLS 1.0 07/18/86 268-178
ALPHA C 1.0 07/18/86 268-179
AM-640 1.0(A00) 10/02/87 307 324
AMOS/L 2.0 (B03) 06/09/88 333-277
AMOS/L 1.3C (A00) 09/28/87 299 433
06/09/88 333 278
AMOS/L 1.3D (A00) 06/27/88 331 385
AMOS/L 1.0A(C00) 10/02/87 307 325
AMOS/L 1.0B (D00) 10/02/87 307 323
AMOS/L 1.0(A01) 10/02/87 307 322
AMOS/L VERSION 1.3 11/10/86 268-177
AMOS/L VERSION 1.2 10/10/85 218 563
AMOS/L VERSION 1.1 10/10/85 218 562
AMOS VERSION 1.0 10/10/85 227 303
AMOS/L VERSION 1.3B(A02) 12/23/86 266 880
AMOS/L VERSION 1.1 A 12/09/83 403 376
AMOS/32 1.0A (A00) 06/09/88 342 755
AMOS/32 2.0 (B03) 06/09/88 342 768
AMOS/32 1.0D(A00) 06/27/88 331-384
AMOS/32 1.0B(B06) 08/18/88 340-147
AMOS/32 1.01(A00) 09/28/87 299 423
AlphaMAIL 1.0A(A00) 06/27/88 331 386
AlphaMAIL 1.0A(B00) 06/27/88 331 387
AlphaMAIL 1.0 (A00) 11/12/86 260-168
Hardware Support Software 2.0 (B00) 06/09/88 333-276
Hardware Support Software 1.2 (C00) 06/27/88 333-120
Hardware Support Software 1.1 (B06) 06/27/88 333-121
4 PORT AM113 AUTOGEN 1.0 (B06) 08/18/88 341-985
AMIGOS 1.0 (A01) 08/18/88 340-145
LASER PRINTER SUPPORT 1.0(A00) 08/18/88 340-146
AMOS 32 1.0B(B06) 08/18/88 340-147
SYSXER 1.0(A00) 03/18/88 340-148
Hdw Supp 1.5 (for 1.3/D1.0D)(A00) 09/09/88 346-086
AlphaWRITE 1.2A (A00) 09/09/88 346-087
AM-324 VME LPR Support 09/09/88 346-084
4 Port AM-113 Autogen 1.0(B06) 09/09/88 346-083
8 Port AM-113 Autogen 1.0(B06) 09/09/88 346-085
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16 PORT AM-113 AUTOGEN 1.0 02/13/90 410-288
8 PORT AM-113 AUTOGEN 1.0 02/13/90 410-289
ALPHAMATE/AMOS 2.0 02/13/90 410-287
ALPHAMATE 2.0 PC SUPPORT 09/20/89 386-541
ALPHAMATE 3.0 PC SUPPORT 09/20/89 386-542
ALPHAMATE/DOS 2.0 09/20/89 386-538
ALPHANET 1.0 02/13/90 410-286
32 PORT AM-113 AUTOGEN 1.0 09/20/89 386-540
ELS/MS-DOS UPDATE 2.0 09/20/89 386-539
ALPHAMATE 3.0 AMOS SUPPORT 09/20/89 386-537
Hdw Sup 3.0 12/20/89 397-590
(for Amos 2.1)(A00)
AlphaCOBOL 1.2B(A01) 12/20/89 397-533
Amos/L 2.1(A00) 12/20/89 409-166
Amos/32 2.1(A00) 12/20/89 397-591
Amos 645 Support 1.0(A00) 12/20/89 398-319
Hdw Sup 2.5 (For AMOS 2.0A)(A00) 12/20/89 398-318
AlphaPASCAL 1.0(A01) 12/20/89 398-317
AlphaMATE/MS DOS 1.0(B00) 12/20/89 398-316
Hdw Sup 2.6 (For AMOS 2.0A)(B00) 12/20/89 398-315
Hdw Sup 1.7 (For AMOS "D")(F00) 12/20/89 398-314
ELS/MS-DOS Supp 1.0A(A02) 12/20/89 398-313
ELS/MS-DOS Update 1.0A(A00) 12/20/89 398-312
Unlimited Port AM-113 Autogen 1.0(B03) 12/20/89 398-311
4 Port AM-113 Autogen 1.0(B03)
AlphaNet 2.1 (B00) 04/18/90 412-292
Ver-A-Tel 1.0 EL TIS (A00) 04/18/90 423-849
Ver-A-Tel 1.0 TIS (A00) 04/18/90 423-853
Ver-A-Tel 1.0 EL RACS (A00) 04/18/90 423-850
Ver-A-Tel 1.0 RACS (A00) 04/18/90 423-851
Ver-A-Tel 1.0 Prompts(A00) 04/18/90 423-852
Videotrax 4.0 (A00) 04/18/90 412-291
Monver 1.0 (A00) 04/18/90 423-848
Multi 1.0 (A01) 04/18/90 412-290
Multi 2.0 (A00) 04/18/90 412-289
Hdw Sup 1.8 (For AMOS "D") (G00) 04/18/90 412-285
Hdw Sup 1.9 (For AMOS "D") (J00) 04/18/90 412-288
Hdw Sup 2.7 (For AMOS 2.0A) (C00) 04/18/90 412-287
Hdw Sup 2.8 (For AMOS 2.0A) (D00) 04/18/90 412-286
Hdw Sup Software 1.0(A00) 09/27/90 434-955
Hdw Sup Software 1.0(A03) 09/27/90 434-956
Hdw Sup Software 1.1(A05) 09/27/90 434-954
Hdw Sup 1.6 PRI (For AMOS "D")(E00) 09/27/90 434-953
Hdw Sup 1.8 PR3 (For AMOS "D")(H00) 09/27/90 434-952
Hdw Sup 2.0 (A04) 09/27/90 434-951
Hdw Sup 3.1 (For AMOS 2.1)(B00) 09/27/90 434-950
Hdw Sup 3.2 (For AMOS 2.1)(D00) 09/27/90 434-949
Ver-A-Tel 1.0A RACS(B00) 09/27/90 434-948
Ver-A-Tel VVS 2.0(B00)
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12
Ver-A-Tel 1.0A El Racs(B00) 09/27/90 434-947
Ver-A-Tel 1.0A El Tis(B00) 09/27/90 434-945
Ver-A-Tel 1.0A Tis(B00) 09/27/90 434-946
Ver-A-Tel VVS 2.0(B00) 09/27/90 434-938
AMOS/L 1.3E(A00) 09/27/90 434-939
AMOS/LC 1.3E(A00) 09/27/90 434-957
AMOS/LC 1.3F(B00) 09/27/90 434-959
AMOS/LC 2.1A(A00) 09/27/90 434-958
AM-645 Support 1.0A(B00)
Rexon Disk Diagnostics 1.32(A00) 09/27/90 434-937
Rexon Disk Diagnostics 1.33(B00) 09/27/90 434-942
Rexon Disk Diagnostics 1.4 (C00) 09/27/90 434-943
Rexon Disk Diagnostics 1.5(D00) 09/27/90 434-941
E3270 3.0(C00) 09/27/90 434-940
AlphaHealthCare FOCUS M 07/06/93 545-934
AlphaHealthCare FOCUS 5.2 7/20/93 546-052
RJE Plus 3.0(A00) 09/27/90 434-944
AMOS/L 2.1B 09/27/94 656-550
8 PORT AM-113 AUTOGEN 1.2 09/27/94 648-554
4 PORT AM-113 AUTOGEN 1.2 09/27/94 648-940
AMPC 2.0 AUTOGEN 2.2A PR 5/92
8 PORT AMPC 2.0 AGEN 1.4
AMOS 2.2A PR5/92 09/27/94 648-939
4 PORT AM-113 AGEN 1.4 09/27/94 648-941
AMPC 2.0 AGEN 2.2B PR 11/92 09/27/94 656-556
AMOS/L 1.4 09/27/94 656-543
AMOS/32 1.4 09/27/94 652-520
AMOS/LC 1.4 09/27/94 652-521
AMOS/32 1.4A 09/27/94 652-522
AMOS/L 1.4A 09/27/94 652-523
AMOS/LC 1.4A 09/27/94 652-517
4 PORT AMPC 2.0 AGEN 1.4 09/27/94 653-557
AMOS 2.2B PR8/92 09/27/94 653-555
AMOS/LC 2.1B 09/27/94 656-553
ALPHARJE 3.0 09/27/94 656-551
8 PORT AM-113 AGEN 1.4
ALPHAOFFICE 1.0 12/12/94 664-315
ALPHACALC 2.0 12/12/94 663-955
ALPHANET 2.3 12/12/94 663-616
ALPHAC 1.1 12/12/94 663-954
AMIGOS 1.1 12/12/94 664-540
ESP 2.1 PR5/93
ALPHANET 2.2A 12/12/94 663-617
ALPHANET 2.2 12/12/94 663-618
SYSXER/DIAGNOSTICS 2.4 12/12/94 663-957
SYSXER/DIAGNOSTICS 3.0 (D00) 12/12/94 663-959
SYSXER/DIAGNOSTICS 2.5 12/12/94 663-956
ALPHAWRITE 2.1A 12/12/94 664-759
ALPHAWRITE 2.1 12/12/94 664-758
ALPHAWRITE 2.1B 12/12/94 664-760
ALPHAWRITE 2.0 12/12/94 664-757
ALPHAWRITE 2.1C 12/12/94 664-539
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13
MUTI 2.1 12/12/94 664-542
ALPHATCP 1.0 12/12/94 664-314
ALPHATCP 1.1 12/12/94 664-756
SYSXER/DIAGNOSTICS 3.0 (C00) 12/12/94 663-958
PANDA 1.0(BP4)
Voice Oper. Sys 1.0 (A00) 04/04/94 629-496
Hdw. Sup 1.11 (M00) 04/04/94 629-022
Hdw. Sup 1.12(P00) 04/04/94 626-024
Hdw. Sup 3.3 (F00) 04/04/94 629-023
Hdw. Sup 1.10 (K00) 04/04/94 629-025
AMOS/32 1.0B (B06) 06/27/88 341-664
AMOS/32 1.0 (A00) 09/28/87 299-422
AMOS/L Version 1.0 10/10/85 227-304
AMOS/L Version 1.1 A (68) 10/15/85 222-223
AlphaC 1.0B(A00) 02/06/89 375-499
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14
Exhibit "A-2" attached to that certain Collateral Assignment, Patent Mortgage
and Security Agreement
EXHIBIT "A-2"
UNREGISTERED COPYRIGHTS
DESCRIPTION OF COPYRIGHTS
-14-
15
Exhibit "A-3" attached to that certain Collateral Assignment, Patent Mortgage
and Security Agreement
EXHIBIT "A-3"
DESCRIPTION OF LICENSE AGREEMENTS
-15-
16
Exhibit "B" attached to that certain Collateral Assignment, Patent Mortgage and
Security Agreement
EXHIBIT "B"
PATENTS
DOCKET NO. COUNTRY SERIAL NO. FILING DATE STATUS
- ---------- ------------------ ----------- ------
-16-
17
Exhibit "C" attached to that certain Collateral Assignment, Patent Mortgage and
Security Agreement
EXHIBIT "C"
TRADEMARKS
MARK COUNTRY SERIAL NO. STATUS
- ---- ------- ---------- ------
-17-