Exhibit 2.5
RECEIVER'S ASSIGNMENT OF INTEREST IN INTELLECTUAL PROPERTY RIGHTS
This Indenture made as of the 16th day of September, 1998;
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of Mentor Networks Inc., (the "Grantor")
OF THE FIRST PART
- and -
ITC CANADA LIMlTED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia, (the
"Grantee")
OF THE SECOND PART
RECITALS:
A. Mentor Networks Inc. ("Mentor") granted certain security to the Nova
Scotia Business Development Corporation, a Crown Corporation of the
Province of Nova Scotia ("NSBDC") comprising, inter alia, the
following:
a. a Debenture in the original principal amount of $2,500,000
dated April 29, 1997 and registered under the Corporations
Security Registration Act on May 1, 1997 as number 30928A and
also filed under the Personal Property Registry on December
23, 1997 as number 155622 (the "Debenture"), whereby Mentor
charged certain of its property, assets and undertaking
including the property herein described as security for its
indebtedness to NSBDC;
b. the Debenture provided, inter alia, that upon it becoming
enforceable NSBDC, by instrument in writing may appoint any
person to be a receiver with power to convey, transfer and
assign the title to any of the undertaking, property and
assets charged by the Debenture;
c. a Mortgage by way of sublease of Mentor's business premises
located in the Purdy's Wharf Tower;
(collectively, the "Security")
B. Default having occurred under the Security, Grant Thornton Limited was
appointed Receiver of the property, assets and undertaking of Mentor by
NSBDC on July 20, 1998 by written appointment;
C. In response to an open tendering process, the Grantee offered to
purchase the Receiver's right, title and interests in the assets of
Mentor on August 19, 1998 which offer was accepted August 21, 1998,
pursuant to which the Grantor agreed to sell to the Grantee and the
Grantee agreed to purchase from the Grantor, the Grantor's right, title
and interest in the personal property and assets of Mentor, including
the property referred to herein and in Schedule "A" attached hereto.
WITNESSETH THAT:
1. In consideration of the sum of One Dollar ($1.00) of lawful money of
Canada now paid by the Grantee to the Grantor and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the
Grantor hereby sells, assigns, and transfers to the Grantee the right,
title and interest of the Grantor under and pursuant to the Debenture
in and to all intellectual property of Mentor, (the "Intellectual
Property"), including registered and unregistered Trade-marks, together
with the goodwill of the business related to the goods and/or services
in respect of which the Trademarks are registered, trade and brand
names, service marks, copyrights and/or copyright materials and/or
materials capable of being copyrighted, designs, inventions, patents,
patent applications, patent rights including any patents issuing on
such applications or rights, licenses, sublicenses, franchises,
formula, processes, technology courseware, software, software engine
and related materials, training courses and disks, manuals,
publications, know-how, business methodology and any property developed
thereunder and therefrom and other industrial and intellectual property
owned and/or used in connection with the business of Mentor and
computer programs, customer and vendor lists, and records in connection
with such business now owned by Mentor, and the right to copy, publish,
amend, transmit, alter, license, franchise, digitize and further
develop all such property, all logos, marketing images, and other
intellectual property, including, without limitation, the Trade-marks
described in Schedule "A" attached hereto, on an "as is, where is"
basis, without warranties.
2. The Grantor also assigns all of its rights (if any) to enforce all
confidentiality, non-disclosure and non-competition covenants now
benefiting or which may benefit Mentor, with past or present employees
of Mentor.
3. The Grantor covenants that it has done no act or thing to encumber the
Intellectual Property.
4. The Grantor covenants and agrees with the Grantee, its successors and
assigns, that it will, from time to time, and at all times hereafter,
upon every reasonable request of the Grantee, its successors and
assigns, but at the cost of the Grantee, its successors and assigns,
make, do and execute or cause and procure to be made, done and executed
all such further acts, deeds or assurances as may be reasonably be
required by the Grantee, its successors and assigns, for more
effectually and completely vesting in the Grantee, its successors and
assigns, the Intellectual Property hereby assigned and transferred in
accordance with the terms hereof.
IN WlTNESS WHEREOF the Grantor has caused this indenture to be properly
executed as of the day, month and year herein above first written.
SIGNED, SEALED AND )
DELIVERED in the presence of ) GRANT THORNTON LIMITED, as
) receiver and manager of the property
) and assets of Mentor Networks Inc.
/s/ Robert G. MacKeigan )
- -------------------------------- )
) By: /s/ Ross Landers
-------------------------------
Schedule "A" to Assignment of Interest in Intellectual Property
1. Desk Top Coach
US Trade-mark serial number 75513389
2. Desk Top Coach
Canadian Trade-mark application number 087577000
3. Intermed
Canadian Trade-mark application number 077377500
4. Digital Assets
Canadian Trade-mark application number 074982300
5. Mentor Networks & Design
Canadian Trade-mark application number 074900300
Canadian Trade-mark registration number TMA 475109
DATED: September 1998
- --------------------------------------------------------------------------------
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of Mentor Networks Inc.,
GRANTOR
- and -
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia,
GRANTEE
- --------------------------------------------------------------------------------
RECEIVER'S ASSIGNMENT OF INTEREST IN
INTELLECTUAL PROPERTY RIGHTS
Parcel 6
- --------------------------------------------------------------------------------
C. Holm, Q.C.
HUESTIS o HOLM
Barristers and Solicitors
708 - 1809 Barrington Street - CIBC Building
Halifax - Nova Scotia - Canada
B3J 3K8
File #32796
RECEIVER'S ASSIGNMENT OF INTEREST IN INTELLECTUAL PROPERTY RIGHTS
This Indenture made as of the 16th day of September, 1998;
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the
property and assets of High Performance Group (Canada) Inc.,
(the "Grantor")
OF THE FIRST PART
- and -
ITC CANADA LIMITED, a body corporate, having its registered
office in the City of Halifax, County of Halifax, Province of
Nova Scotia, (the "Grantee")
OF THE SECOND PART
RECITALS:
A. High Performance Group (Canada) Inc. ("HPG") granted certain security
to Nova Scotia Business Development Corporation, a Crown Corporation of
the Province of Nova Scotia (NSBDC) comprising a Debenture in the
original principal amount of $1,000,000 dated April 29, 1997 and
registered under the Corporations Securities Registration Act on May 1,
1997 as number 30927A and also filed under the Personal Property
Registry on December 23, 1997 as number 155606, (the "Debenture"),
whereby HPG charged certain of its property, assets and undertaking
including the property herein described as security for its
indebtedness to NSBDC;
B. The Debenture provided, inter alia, that upon it becoming enforceable
NSBDC by instrument in writing may appoint any person to be a Receiver
with power to convey, transfer and assign the title to any of the
undertaking, property and assets charged by the Debenture;
C. Default having occurred under the Debenture, Grant Thornton Limited was
appointed Receiver of the property, assets and undertaking of HPG by
NSBDC on July 20, 1998 by written appointment;
D. In response to an open tendering process, the Grantee offered to
purchase the Receiver's right, title and interests in the assets of HPG
on August 19, 1998 which offer was accepted August 21, 1998, pursuant
to which the Grantor agreed to sell to the Grantee and the Grantee
agreed to purchase from the Grantor, the Grantor's right, title and
interest in the courseware and other assets of HPG, including the
property referred to herein.
WITNESSETH THAT:
1. In consideration of the sum of One Dollar ($1.00) of lawful money of
Canada now paid by the Grantee to the Grantor and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the
Grantor hereby sells, assigns, and transfers to the Grantee the right,
title and interest of the Grantor under and pursuant to the Debenture
in and to all intellectual property of HPG, (the "Intellectual
Property"), including registered and unregistered Trade-marks, together
with the goodwill of the business related to the goods and/or services
in respect of which the Trademarks are registered, trade and brand
names, service marks, copyrights and/or copyright materials and/or
materials capable of being copyrighted, designs, inventions, patents,
patent applications, patent rights including any patents issuing on
such applications or rights, licenses, sublicenses, franchises,
formula, processes, technology courseware, software, software engine
and related materials, training courses and disks, manuals,
publications know-how, business methodology and any property developed
thereunder and therefrom and other industrial and intellectual property
owned and/or used in connection with the business of HPG and computer
programs, customer and vendor lists, and records in connection with
such business now owned by HPG, and the right to copy, publish, amend,
transmit, alter, license, franchise, digitize and further develop all
such property, all logos, marketing images, and other intellectual
property, on an "as is, where is" basis, without warranties.
2. The Grantor also assigns all of its rights (if any) to enforce all
confidentiality, non-disclosure and non-competition covenants now
benefiting or which may benefit HPG, with past or present employees of
HPG.
3. The Grantor covenants that it has done no act or thing to encumber the
Intellectual Property.
4. The Grantor covenants and agrees with the Grantee, its successors and
assigns, that it will, from time to time, and at all times hereafter,
upon every reasonable request of the Grantee, its successors and
assigns, but at the cost of the Grantee, its successors and assigns,
make, do and execute or cause and procure to be made, done and executed
all such further acts, deeds or assurances as may be reasonably be
required by the Grantee, its successors and assigns, for more
effectually and completely vesting in the Grantee, its successors and
assigns, the Intellectual Property hereby assigned and transferred in
accordance with the terms hereof.
IN WITNESS WHEREOF the Grantor has caused this indenture to be properly
executed as of the day, month and year herein above first written.
SIGNED, SEALED AND DELIVERED ) GRANT THORNTON LIMITED, as
in the presence of: ) receiver and manager of the property
) and assets of High Performance
) Group (Canada) Inc.
/s/ Robert G. MacKeigan )
- --------------------------------- )
)
) By: /s/ Ross Landers
--------------------------------
DATED: September 1998
- --------------------------------------------------------------------------------
BETWEEN:
GRANT THORNTON LIMITED, as receiver and manager of the property and
assets of High Performance Group (Canada) Inc.,
GRANTOR
- and -
ITC CANADA LIMITED, a body corporate, having its registered office in
the City of Halifax, County of Halifax, Province of Nova Scotia,
GRANTEE
- --------------------------------------------------------------------------------
RECEIVER'S ASSIGNMENT OF INTEREST IN
INTELLECTUAL PROPERTY RIGHTS
Parcel 7
- --------------------------------------------------------------------------------
C. Holm, Q.C.
HUESTIS o HOLM
Barristers and Solicitors
708 - 1809 Barrington Street - CIBC Building
Halifax - Nova Scotia - Canada
B3J 3K8
File #32796