World Surveillance Group Inc (fka WSGI)

[rocky301]

What assets were included in the Agreement?

(a) Patents and Patent Applications; Trademarks. All intellectual property including the patents, patent applications, trademarks, trademark applications, trade names, service marks and service mark applications of the Seller Corporations, and any counterparts, reissues, extensions, continuations and continuations in part related to the foregoing;

(b) Other Proprietary Assets: All Proprietary Assets and goodwill of the Seller Corporations (including the right to use the names "Sanswire Technologies," "Sanswire" and "Stratellites") and variations thereof, all of the copyrights, trade secrets, know-how, computer software, inventions, designs, drawings, existing and in-development chip designs and related specifications, source codes, verification and validation environments, manufacturing specifications and databases, in process research and development, and product reviews and other Proprietary Assets identified on Exhibit B;
(c) Inventory; Equipment; Other Tangible Assets: The inventories (including raw materials, work-in-progress and finished goods), equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of the Seller Corporations;

(d) Contracts: All rights of the Seller Corporations under the Seller Contracts;

(e) Governmental Authorizations: All Governmental Authorizations held by the Seller Corporations (including the Governmental Authorizations identified in Part 2.7 of the Disclosure Schedule);

(f) Claims: All claims (including claims for past infringement) and causes of action of the Seller Corporations against other Persons relating to the Business (regardless of whether or not such claims and causes of action have been asserted by the Seller Corporations), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Seller Corporations relating to the Business (regardless of whether such rights are currently exercisable);

(g) Other Assets: All of the Seller Corporations' existing and in- development designs and related specifications, source codes, verification and validation environments, manufacturing specifications and databases and customer lists;

(h) Books and Records: All books, records, files and data of the Seller Corporations relating directly or indirectly to the Telecommunications Business; and

(i) Proceeds: Without limiting any restriction contained herein on any such sale or other disposition, an amount of cash and receivables equal to the gross proceeds from the sale or other disposition of any of the foregoing after the date hereof.
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