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5-Mar-2007
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition
Item 1.01 Entry into a Material Definitive Agreement.
On February 27, 2007, we entered into a Software Rights Agreement with an industry-leading enterprise security solutions provider, whereby we sold our rights in our SAFsolution and SAFmodule software programs for an initial payment of $778,000 plus deferred payments due quarterly over a period of three years. The amount of the deferred payments will be equal to a percentage of the provider's gross margin on sales that include the software programs' source code, including (i) 20% of gross margin on OEM sales that include SAFsolution,
(ii) 15% of gross margin on non-OEM sales that include SAFsolution, and
(iii) 30% of gross margin on sales that include SAFmodule.
The agreement contains customary provisions regarding audit rights and intellectual property warranties, as well as provisions regarding the enforcement of certain intellectual property rights.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 27, 2007, we sold our rights in our SAFsolution and SAFmodule software programs as described in Item 1.01 above.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 27, 2007, Frank J. Cilluffo resigned as a member of our board of directors and will no longer serve as a director. Mr. Cilluffo indicated that his resignation was for personal reasons and did not indicate that it was due to any disagreement with us on any matter relating to our operations, policies, practices, or otherwise. We appreciate Mr. Cilluffo's service to Saflink, who is the Associate Vice President for Homeland Security at The George Washington University and will be focusing his efforts to lead the university's Homeland Security Policy Institute.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release of Saflink Corporation dated March 2, 2007
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