SALE DETAILS 3/3
"Seller Hardware" means Hardware included in the Acquired Assets.
"Seller's Intellectual Property" means Intellectual Property of Seller
that constitutes an Acquired Asset.
"Seller's Products" means i. those products of Seller acquired by
Seller pursuant to the merger of Atari Corporation, a Nevada
corporation, with and into Seller on July 30, 1996, and any other
products of Seller thereafter derived therefrom, including
products relating to or associated with the trademarks set forth
in SCHEDULE 1 (including video and computer games, games for
handheld devices, consoles, Internet play, all other games for
play on any platform whatsoever (subject to the License
Agreements), and merchandise bearing any Intellectual Property
relating to or associated with the foregoing, whether now offered
for sale or license by Seller or discontinued) and
ii. all of Seller's products that are listed on SCHEDULE 3.
A. INTELLECTUAL PROPERTY.
1. To the Knowledge of Seller, SCHEDULE 1 contains a list of all
trademarks and service marks and applications therefor included in the
Acquired Assets that have not lapsed and that are, except as qualified
therein, Registered Intellectual Property (the "Registered Marks"),
all patents and applications therefor that are included in the
Acquired Assets that are Registered Intellectual Property (the
"Registered Patents"), and United States copyrights included in the
Acquired Assets, certain of which are Registered Intellectual
Property. SCHEDULE 3 contains certain game titles that are included in
the Acquired Assets. To the Knowledge of Seller, (A) the description
of the Registered Marks on SCHEDULE 1 contains, to the extent set
forth and except as qualified therein, the true and accurate date of
registration, registration number, registered owner and the class of
the Registered Marks, (B) the description of the Registered Patents on
SCHEDULE 1 contains the true and accurate patent number and file date
of the Registered Patents, and (C) the description of the United
States registered copyrights on SCHEDULE 1 included in the Acquired
Assets that are Registered Intellectual Property contains the number
of such copyright registration.
A. SELLER INVENTORY. Seller owns certain unsold inventory of games
bearing the Atari and/or Fuji trademark, and certain other Registered
Marks and containing other Seller's Intellectual Property (the
"Inventory"). Buyer hereby grants to Seller an irrevocable, worldwide,
royalty-free license, for a period of one year from the date of the
Closing to use the Registered Marks and other applicable Seller's
Intellectual Property relating to such Inventory solely for the
purpose of selling the Inventory. Except as set forth in the previous
sentence, after the Closing Seller shall have no right to exploit the
Seller's Intellectual Property. Without limiting the foregoing,
Seller shall not, following the expiration of the one-year license
period set forth above, sell any product referred to in clause (e) of
the definition of "Excluded Assets" set forth in Section 1. Seller
warrants that the Inventory sold pursuant to this Section 5(c) shall
be of like kind and quality to that previously sold by Atari
Corporation in the ordinary course of its business.
So, in the coming weeks, we hope to learn more about this potentially
good news for Atari users. I can only hope that this sale will prove
to be positive for the Atari name and its products. My initial guess
is that Hasbro will simply take advantage of its newly-acquired gaming
licenses and produce some new games or "re-introduce" many of the old
ones.
Until next time...
... Tomorrow may never come, but you just can't tell anymore.
--- JetMail 0.99beta22
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* Origin: When Starlings Mate - Benton, TN (1:362/708.4)
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