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 | 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (232K)
Doc #1231766: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
APPNET, INC.
APPNET/EDC, INC.
EDGAR DUNN & COMPANY
AND
THE STOCKHOLDERS NAMED THEREIN
MADE EFFECTIVE AS OF MAY 16, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1231766
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 Paul Hastings
As referenced in this Agreement and Plan of Reorganization:
Paul, Hastings – to any Stockholder to:
Edgar, Dunn & Company
847 Sansome Street, 4th Floor
San Francisco, California 94111
Attn: David A. Poe
(Telefax: (415) 394-7629)
with a required copy to:
Paul, Hastings , Janofsky & Walker LLP
555 South Flower Street, Suite 2300
Los Angeles, California 90071
Attn: Michael K. Lindsey, Esquire
(Telefax: (213) 627-0705)
or to such other address as
_____________
dt 1397734
;
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Venable
As referenced in this Agreement and Plan of Reorganization:
Venable, – applied.
2. CLOSING
2.1. LOCATION AND DATE. The consummation of the Merger and the other
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Venable, Baetjer, Howard, and Civiletti, LLP, 1615 L Street,
N.W., Suite 400, Washington, D.C. 20036, the first business day after all
conditions to Closing shall have been satisfied
_____________
Venable, – Newco or the Surviving Corporation to:
AppNet, Inc.
6707 Democracy Boulevard
Suite 1000
Bethesda, Maryland 20817
Attn: Ken S. Bajaj, President
(Telefax: (301) 581-2478)
with a required copy to:
Venable, Baetjer and Howard & Civiletti, LLP
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
(Telefax: (202) 429-3231)
If to any
_____________
dt 1419351
;
Venable Baetjer
As referenced in this Agreement and Plan of Reorganization:
Venable, Baetjer – applied.
2. CLOSING
2.1. LOCATION AND DATE. The consummation of the Merger and the other
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Venable, Baetjer , Howard, and Civiletti, LLP, 1615 L Street,
N.W., Suite 400, Washington, D.C. 20036, the first business day after all
conditions to Closing shall have been satisfied or
_____________
Venable, Baetjer – Newco or the Surviving Corporation to:
AppNet, Inc.
6707 Democracy Boulevard
Suite 1000
Bethesda, Maryland 20817
Attn: Ken S. Bajaj, President
(Telefax: (301) 581-2478)
with a required copy to:
Venable, Baetjer and Howard & Civiletti, LLP
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
(Telefax: (202) 429-3231)
If to any Stockholder
_____________
dt 1382274
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| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (39K)
Doc #1231767: Click preview link for longer preview.
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment") is made and entered into this ____ day of August, 2000 by and among
(i) APPNET, INC., a Delaware Corporation ("AppNet"), (ii) APPNET/EDC, INC., a
Delaware corporation and a newly-formed, wholly-owned subsidiary of AppNet
("Newco"), (iii) EDGAR, DUNN & COMPANY, a Delaware corporation (the "Company" or
"EDC") and (iv) the persons whose . . .
1231767
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Venable
As referenced in this Agreement and Plan of Reorganization:
Venable, – read as follows:
"2.1. LOCATION AND DATE. The consummation of the Merger and
the other transactions contemplated by this Agreement (the "Closing")
shall take place at the offices of Venable, Baetjer, Howard, and
Civiletti, LLP, 1615 L Street, N.W., Suite 400, Washington, D.C. 20036
on the later of Tuesday, August 22, 2000, or the first business day
_____________
dt 1419352
;
|
Venable Baetjer
As referenced in this Agreement and Plan of Reorganization:
Venable, Baetjer – read as follows:
"2.1. LOCATION AND DATE. The consummation of the Merger and
the other transactions contemplated by this Agreement (the "Closing")
shall take place at the offices of Venable, Baetjer , Howard, and
Civiletti, LLP, 1615 L Street, N.W., Suite 400, Washington, D.C. 20036
on the later of Tuesday, August 22, 2000, or the first business day
after
_____________
dt 1382275
|
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| 2004 |
Asset Purchase Agreement
Asset Purchase Agreement (109K)
Doc #1439374: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
COMMERCE ONE, INC.,
COMMERCE ONE OPERATIONS, INC.
as Seller
AND
COMMERCE ACQUISITION LLC
as Buyer
AND
COMVEST INVESTMENT PARTNERS II LLC
AND
DCC VENTURES, LLC
as Secured Creditors for the limited purposes set forth herein
DATED AS OF OCTOBER 6, 2004
TABLE OF CONTENTS
ARTICLE I DEFINITIONS *
Section 1.1 (a) Definitions. *
Section 1.2 Construction. *
ARTICLE II PURCHASE AND SALE *
Section 2.1 Purchase and Sale of Assets. *
Section 2.2 Excluded Assets. *
Section 2.3 Assumed Liabilities. *
Section 2. . . .
1439374
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Commerce One
As referenced in this Asset Purchase Agreement:
COMMERCE ONE, INC. – October 7 2004 8K Exhibit 2.1
EX-2.1 3 exh2-1.htm ASSET PURCHASE AGREEMENT
Exhibit 2.1
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
COMMERCE ONE, INC. ,
COMMERCE ONE OPERATIONS, INC.
as Seller
AND
COMMERCE ACQUISITION LLC
as Buyer
AND
COMVEST INVESTMENT PARTNERS II LLC
AND
DCC VENTURES, LLC
as Secured Creditors for the limited purposes
_____________
Commerce One, Inc. – of Sale
Exhibit C Budget
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is made and entered into as of this 6th day of October, 2004 by and between Commerce One, Inc. , a Delaware corporation, Commerce One Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (collectively Commerce One, Inc. and Commerce One Operations, Inc. are referred
_____________
Commerce One, Inc. – into as of this 6th day of October, 2004 by and between Commerce One, Inc., a Delaware corporation, Commerce One Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (collectively Commerce One, Inc. and Commerce One Operations, Inc. are referred to herein as the "Seller"), Commerce Acquisition LLC, a Delaware limited liability company (the "Buyer") and, solely for
_____________
Commerce One, Inc. – 6th day of October, 2004 by and between Commerce One, Inc., a Delaware corporation, Commerce One Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (collectively Commerce One, Inc. and Commerce One Operations, Inc. are referred to herein as the "Seller"), Commerce Acquisition LLC, a Delaware limited liability company (the "Buyer") and, solely for the purposes as specifically
_____________
Commerce One, Inc. – address is specified in writing in accordance with this Section, notices, demands and communications to Seller and Buyer shall be sent to the addresses indicated below:
If to Seller, to:
Commerce One, Inc.
One Market Street
Steuart Tower
Suite 1300
San Francisco, CA 94105
Phone: (415) 644-8700
Facsimile: (415) 644-8750
Attention: General Counsel
with a copy (which shall not constitute
_____________
dt 1482275
;
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Greenberg
As referenced in this Asset Purchase Agreement:
Greenberg Traurig – of the sale of the Purchased Assets and the assumption of the Assumed Liabilities and Assumed Contracts contemplated by this Agreement (the "Closing") shall take place at the offices of Greenberg Traurig LLP, 200 Park Avenue, New York, New York 10166, at 10:00 a.m. (local time) no later than the fifth (5th) Business Day following the date on which
_____________
Greenberg Traurig – New York, NY 10022
Phone: 800-829-5800
Facsimile: 212-829-5978
Attention: Carl Kleidman
with a copy (which shall not constitute notice pursuant to this Section 10.5) to:
Greenberg Traurig , LLP
The MetLife Building
200 Park Avenue
New York, NY 10166
Phone: 212-801-9200
Facsimile: 212-801-6400
Attention: Rick B. Antonoff, Esq.
Section 10.6 Assignment.
This
_____________
dt 1325709
;
WSGR
As referenced in this Asset Purchase Agreement:
Wilson Sonsini – San Francisco, CA 94105
Phone: (415) 644-8700
Facsimile: (415) 644-8750
Attention: General Counsel
with a copy (which shall not constitute notice pursuant to this Section 10.5) to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Phone: (650) 493-9300
Facsimile: (650) 493-6811
Attention: N. Anthony Jeffries, Esq.
If to Buyer, to:
Commerce
_____________
dt 1325248
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| Full Doc
| 2001 |
Change of Control Severance Agreement
Change of Control Severance Agreement (24K)
Doc #1231757: This document is immediately available for purchase, but does not have a preview available for viewing.
1231757
| | |
| Full Doc
| 2001 |
Change of Control Agreement
Change of Control Agreement (6K)
Doc #1231758: This document is immediately available for purchase, but does not have a preview available for viewing.
1231758
| | |
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| 2000 |
Formation Agreement
Formation Agreement (165K)
Doc #1231760: Click preview link for longer preview.
FORMATION AGREEMENT
DATED AS OF DECEMBER 8, 2000
AMONG
COMMERCE ONE, INC.,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION,
NEW COMMERCE ONE HOLDING, INC.,
(SOLELY FOR THE PURPOSES OF SECTION 11.3) DAIMLERCHRYSLER AG
AND
(SOLELY FOR THE PURPOSES OF SECTIONS 2.4, 11.2 AND 11.9) COVISINT, . . .
1231760
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Commerce One
As referenced in this Formation Agreement:
COMMERCE ONE, INC. – lt;FILENAME>a2033922zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<PAGE>
Exhibit 2.1
================================================================================
FORMATION AGREEMENT
DATED AS OF DECEMBER 8, 2000
AMONG
COMMERCE ONE, INC. ,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION,
NEW COMMERCE ONE HOLDING, INC.,
(SOLELY FOR THE PURPOSES OF SECTION 11.3) DAIMLERCHRYSLER AG
AND
(SOLELY FOR THE PURPOSES OF SECTIONS 2.
_____________
Commerce One, Inc. – of Opinion of Tax Counsel to Commerce One
iv
<PAGE>
FORMATION AGREEMENT
THIS FORMATION AGREEMENT (this "AGREEMENT") is entered into as
of December 8 2000, by and among Commerce One, Inc. , a Delaware corporation
("COMMERCE ONE"), Ford Motor Company, a Delaware corporation ("FORD"), General
Motors Corporation, a Delaware corporation ("GM"), New Commerce One Holding,
Inc., a Delaware corporation ("HOLDCO"), DaimlerChrysler
_____________
COMMERCE ONE, INC. – ARE SUBJECT
TO CERTAIN TRANSFER RESTRICTIONS PURSUANT TO SECTION 2 OF THAT CERTAIN
STANDSTILL AND STOCK RESTRICTION AGREEMENT, DATED DECEMBER 8, 2000, BY
AND AMONG NEW COMMERCE ONE HOLDING, INC., COMMERCE ONE, INC. , FORD
MOTOR COMPANY AND GENERAL MOTORS CORPORATION."
(iii) Any legend required by the blue sky or securities laws
of any state or jurisdiction to the extent such laws are
_____________
COMMERCE ONE, INC. – 37
"THE SHARES TO WHICH THIS CERTIFICATE RELATES ARE SUBJECT TO THE TERMS
AND CONDITIONS OF THAT CERTAIN MILESTONE SHARES ESCROW AGREEMENT DATED
DECEMBER 8, 2000 BY AND AMONG NEW COMMERCE ONE, INC. , COMMERCE ONE,
INC., FORD MOTOR COMPANY, GENERAL MOTORS CORPORATION AND U.S. BANK
TRUST NATIONAL ASSOCIATION."
(c) The certificates representing the shares issued to Ford
and GM hereunder will
_____________
COMMERCE ONE,
INC. – TO WHICH THIS CERTIFICATE RELATES ARE SUBJECT TO THE TERMS
AND CONDITIONS OF THAT CERTAIN MILESTONE SHARES ESCROW AGREEMENT DATED
DECEMBER 8, 2000 BY AND AMONG NEW COMMERCE ONE, INC., COMMERCE ONE,
INC. , FORD MOTOR COMPANY, GENERAL MOTORS CORPORATION AND U.S. BANK
TRUST NATIONAL ASSOCIATION."
(c) The certificates representing the shares issued to Ford
and GM hereunder will be subject to
_____________
dt 1482270
;
DaimlerChrysler AG
As referenced in this Formation Agreement:
DAIMLERCHRYSLER AG
– AGREEMENT
DATED AS OF DECEMBER 8, 2000
AMONG
COMMERCE ONE, INC.,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION,
NEW COMMERCE ONE HOLDING, INC.,
(SOLELY FOR THE PURPOSES OF SECTION 11.3) DAIMLERCHRYSLER AG
AND
(SOLELY FOR THE PURPOSES OF SECTIONS 2.4, 11.2 AND 11.9) COVISINT, LLC
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
&
_____________
DaimlerChrysler AG – One, Inc., a Delaware corporation
("COMMERCE ONE"), Ford Motor Company, a Delaware corporation ("FORD"), General
Motors Corporation, a Delaware corporation ("GM"), New Commerce One Holding,
Inc., a Delaware corporation ("HOLDCO"), DaimlerChrysler AG (solely for the
purposes of Section 11.3), a stock corporation (aktiengesellschaft) organized
under the laws of the Federal Republic of Germany ("DC"), and (solely for the
purposes of
_____________
DAIMLERCHRYSLER AG
– NEW COMMERCE ONE HOLDING, INC.
By: /s/ Mark B. Hoffman
----------------------------------
Name: Mark B. Hoffman
Title: Chief Executive Officer
<PAGE>
45
Solely for the purposes of Section
11.3:
DAIMLERCHRYSLER AG
By: /s/ Gary C. Valade
----------------------------------
Name: Gary C. Valade
Title: Member of the Board of
Management
By: /s/ Thomas W. Sidlik
----------------------------------
Name: Thomas W. Sidlik
Title: Member of the
_____________
dt 1411213
;
 U.S. Bank Trust
As referenced in this Formation Agreement:
U.S. Bank Trust, N.A. – Milestone Shares shall be
subject to the Milestone Shares Escrow Agreement (as defined below). Upon
issuance, the Ford Milestone Shares shall be deposited by Ford into an escrow
account with U.S. Bank Trust, N.A. , as escrow agent (the "ESCROW AGENT"), and
held pursuant to the terms of a Milestone Shares Escrow Agreement in the form
attached hereto as Exhibit B to be executed
_____________
dt 1440650
;
|
Simpson Thacher
As referenced in this Formation Agreement:
Simpson Thacher – to the following
addresses:
(i) If to Ford:
Ford Motor Company
The American Road, Suite 1038
Dearborn, MI 48126-2798
Attn: Secretary
Fax: (313) 323-2130
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attn: David J. Sorkin, Esq.
Fax: (212) 455-2502
(ii) If to GM:
General Motors Corporation
767 Fifth Avenue
New
_____________
dt 1529671
;
WSGR
As referenced in this Formation Agreement:
Wilson Sonsini – shall be no later than
the third (3rd) Business Day after
<PAGE>
12
satisfaction or waiver of the conditions set forth in Article X, at the offices
of Wilson Sonsini Goodrich & Rosati in Palo Alto, California. At the closing of
the Merger, Commerce One, Holdco and Mergerco shall certify and file a
Certificate of Merger in accordance with
_____________
Wilson Sonsini – the parties thereto on the date hereof.
3.4. ALTERNATIVE TRANSACTION CLOSING. The closing of the
Alternative Transaction shall take place at 10:00 a.m. at the offices of
Wilson Sonsini Goodrich & Rosati in Palo Alto, California on the earliest to
occur of (i) the Alternative Transaction Date, if the Merger has not occurred
by such date, (ii) the
_____________
Wilson Sonsini – Executive Officer
Fax: (925) 520-6066
with copies to:
Commerce One, Inc.
<PAGE>
42
4440 Rosewood Drive
Pleasanton, CA 94588
Attn: General Counsel
Fax: (925) 520-6066
and
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attn: N. Anthony Jeffries, Esq.
Fax: (650) 493-6811
(iv) If to DC:
DaimlerChrysler Corporation
1000
_____________
Wilson Sonsini – 25800 Northwestern Highway
Suite 100
Southfield, Michigan 48075
Attn: Chief Executive Officer
Fax: (248) 827-6491
(vi) If to Holdco, to Holdco c/o Commerce One, with a copy
to Wilson Sonsini Goodrich & Rosati, each as set
forth herein, with a copy to Ford, GM and DC as set
forth herein,
or to such other address as may be specified
_____________
dt 1325099
|
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| 2000 |
License and Hosting Agreement
License and Hosting Agreement (63K)
Doc #141770: Click preview link for longer preview.
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
BACKGROUND
A. Commerce One is the owner of certain proprietary software products (the
"SOFTWARE" as further defined below); and
B. Corio wishes to obtain a license to use and host the Software on the
terms and conditions set forth herein in connection with the hosting
services that Corio will provide to its Customers (as defined below) and
Commerce One wishes to grant Corio such a license on such terms;
C. The parties further wish to jointly market and promote the other party's
software and/or services as well as provide support and professional
services to Corio and its Customers in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereby
agree as follows:
1. DEFINITIONS.
The following terms shall have the following meanings:
1.1 "SOFTWARE USER" means a named user of the Corio Services worldwide to
whom a user identification number and password has been assigned, which
permits that user to access and use the Software on a designated Corio
Server. The identification number and password used by a Software User
is reusable and reassignable and may be used and transferred by Corio,
in accordance with the licenses granted below, between Customers as one
Customer discontinues the Corio Services and another Customer
subscribes.
1.2 "ASP" means Application Service Provider.
1.2.5 "APPLICATION MANAGEMENT REVENUE" means net revenue Corio receives from
Customers for Tier One support of the Software and MarketSite Service,
operational support of the Software and MarketSite Service and basic
infrastructure support (hardware, database and operating system) for the
Software and MarketSite Service. Net revenue means all revenue received
by Corio from Customers for the Software and MarketSite Service, less
taxes, freight, insurance, refunds or credits and other non-product
items.
1.3 "CORIO MARKET SEGMENT" means those customers with annual sales revenues
of less than [*]. For the purposes of this definition the sales revenue
shall apply to either the
141770
|
Commerce One
As referenced in this License and Hosting Agreement:
Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
BACKGROUND
A. Commerce One is the owner of certain proprietary
_____________
COMMERCE ONE, INC. – with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99 Date:
-------------------------- ------------------------------
14
{PAGE}
_____________
dt 1482265
;
|
Corio
As referenced in this License and Hosting Agreement:
CORIO INC. –
{DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}5
{FILENAME}ex10-5.txt
{DESCRIPTION}EXHIBIT 10.5
{TEXT}
{PAGE} 1
EXHIBIT 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
_____________
Corio Inc. – 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc. , a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its
_____________
CORIO, INC. – the parties with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99
_____________
dt 1468366
|
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Full Doc
| 2000 |
License and Hosting Agreement
License and Hosting Agreement (64K)
Doc #1139702: Click preview link for longer preview.
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
. . .
1139702
|
Commerce One
As referenced in this License and Hosting Agreement:
Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
BACKGROUND
A. Commerce One is the owner of certain proprietary
_____________
COMMERCE ONE, INC. – with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99 Date:
-------------------------- ------------------------------
14
<
_____________
dt 1482267
;
|
Corio
As referenced in this License and Hosting Agreement:
CORIO INC. – gt;EX-10.5
<SEQUENCE>3
<FILENAME>ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE> 1
EXHIBIT 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
_____________
Corio Inc. – 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc. , a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its
_____________
CORIO, INC. – the parties with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99
_____________
dt 1468374
|
Preview
Full Doc
| 2000 |
License and Hosting Agreement
License and Hosting Agreement (64K)
Doc #1139723: Click preview link for longer preview.
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
. . .
1139723
|
Commerce One
As referenced in this License and Hosting Agreement:
Commerce One, Inc. – 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc. , a Delaware
corporation having its principal place of business at 1600 Rivera Avenue, Walnut
Creek, CA 94596 ("COMMERCE ONE").
BACKGROUND
A. Commerce One is the owner of certain proprietary
_____________
COMMERCE ONE, INC. – with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99 Date:
-------------------------- ------------------------------
14
<
_____________
dt 1482268
;
|
Corio
As referenced in this License and Hosting Agreement:
CORIO INC. – gt;EX-10.5
<SEQUENCE>5
<FILENAME>ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE> 1
EXHIBIT 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc., a
_____________
Corio Inc. – 10.5
CORIO INC.
LICENSE AND HOSTING AGREEMENT
This License and Hosting Agreement (the "AGREEMENT") is made and entered
into as of October 29, 1999 ("EFFECTIVE DATE") by and between Corio Inc. , a
Delaware corporation, having its principal place of business at 700 Bay Road,
Suite 210, Redwood City, CA 94063 ("CORIO") and Commerce One, Inc., a Delaware
corporation having its
_____________
CORIO, INC. – the parties with respect to the
subject matter hereof, and supersedes any prior or contemporaneous
agreement. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
CORIO, INC. COMMERCE ONE, INC.
By: /s/ Signature Illegible By: /s/ Signature Illegible
--------------------------------
Name: GEORGE KADIFA Name: MARK S. BIESTMAN
--------------------------- ------------------------------
Title: CEO Title: V.P. WORLDWIDE SALES
-------------------------- ------------------------------
Date: 11/5/99
_____________
dt 1468376
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Full Doc
| 2003 |
License and Maintenance Agreement
License and Maintenance Agreement (107K)
Doc #108611: Click preview link for longer preview.
-1 - TELKOM CONTRACT No. 076C/01 LICENCE AND MAINTENANCE AGREEMENT entered into by and between SYSTEMS APPLICATIONS PRODUCTS (AFRICA) (PTY) LIMITED a company incorporated in accordance with the laws of the Republic of South Africa with offices at SAP Business Park, 1 Woodmead Drive, Woodmead, Sandton TELKOM SOUTH AFRICA LIMITED a company incorporated in accordance with the laws of the Republic of South Africa with its head office at 152 Proes Street, Pretoria  - 2 - TELKOM CONTRACT No. 076C/01 1. 1. SAP AFRICA wishes to grant to TELKOM and TELKOM wishes to accept from SAP AFRICA a licence to use the SOFTWARE (as defined in clause 2. 3. 11), upon the terms and conditions hereinafter set forth. 1. 2. The SOFTWARE to be licensed in terms hereof will enable TELKOM to establish, manage and operate an Internet-based business platform for TELKOM'S e- commerce exchange, that is, a "Marketplace" as defined in clause 3. 9. 1. 3. The parties record their agreement in this document that, upon signature by the party signing last in time, shall supercede and prevail over all other arrangements and agreements between them as to its subject matter. 2. INTERPRETATION AND DEFINITIONS 2. 1. clause headings are for convenience and shall not be used in its interpretation; 2. 2. unless the context clearly indicates a contrary indication - 2. 2. 1. an expression which denotes - 2. 2. 1. 1. any gender includes the other genders; 2. 2. 1. 2. a natural person includes an artificial person and vice versa; 2. 2. 1. 3. the singular includes the plural and vice versa; - 3 - TELKOM CONTRACT No. 076C/01 2. 3. the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings - 2. 3. 1. "AFFILIATE" means a company located in the TERRITORY that is a subsidiary of TELKOM as defined in the Companies Act of 1973, as amended, provided that should any such entity cease, for whatever reason, to be a subsidiary of TELKOM, then it shall ipso facto cease to be an AFFILIATE for the purposes of this AGREEMENT and the provisions of clause 6. 4 shall apply to such entity; 2. 3. 2. "BUSINESS THIRD PARTIES" means those persons or entities who are authorised by TELKOM to access and/or USE the SOFTWARE in terms of formal arrangements that TELKOM has with such persons or entities; 2. 3. 3. "COMMERCE ONE INC. " means a company incorporated in accordance with the Laws of Switzerland with its head offices in Zurich; 2. 3. 4. "DESIGNATED SITE" means those facilities of TELKOM located in the TERRITORY in which one or more DESIGNATED UNITS are located and which initially is/are defined in annexure 1 to this AGREEMENT or, for additional DESIGNATED SITES, as may be agreed upon in writing by the 2. 3. 5. "DESIGNATED UNIT" means an individual computer server located at a DESIGNATED SITE upon which the SOFTWARE is installed. Each DESIGNATED UNIT must be approved by SAP AFRICA as compatible with the SOFTWARE and must be identified in annexure 1 hereto or, for additional DESIGNATED UNITS as may be agreed upon in writing by the - 4 - TELKOM CONTRACT No. 076C/01 2. 3. 6. "DOCUMENTATION " means SAP AFRICA's standard DOCUMENTATION in machine readable format in any medium that is delivered to TELKOM under this AGREEMENT, including SAP AFRICA's standard manuals, program listings, data models, flow charts, logic diagrams, input and output forms, functional specifications, instructions and complete or partial copies 2. 3. 7. "PROGRAM CONCEPTS" means the concepts, techniques, ideas and know-how embodied and expressed in any computer programs or modules included in the SOFTWARE, including the structure, sequence and organisation of such programs and modules; 2. 3. 8. "PROPRIETARY INFORMATION" means: - 2. 3. 8. 1. with respect to SAP AFRICA, the SOFTWARE and DOCUMENTATION and any complete or partial copies thereof, the PROGRAM CONCEPTS and any other information identified or reasonably identifiable as confidential and PROPRIETARY INFORMATION of SAP, SAP AG, or each of their respective licensors, whether marked with proprietary legend or not ("SAPAFRICA'S PROPRIETARY INFORMATION"); 2. 3. 8. 2. with respect to TELKOM, information identified or reasonably identifiable, as the confidential and PROPRIETARY INFORMATION of TELKOM, whether marked with proprietary legend or not ("TELKOM's PROPRIETARY INFORMATION"),excluding any part of the SAP's or TELKOM's PROPRIETARY - 5 - TELKOM CONTRACT NO. 076C/01 2. 3. 8. 2. 1. is, or becomes, publicly available through no act or failure of the 2. 3. 8. 2. 2. was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; 2. 3. 8. 2. 3. becomes independently available to the other party as a matter of 2. 3. 9. "RELEASE" means each issue of the SOFTWARE by SAP AG and its licensors that incorporates the most recent technological functionality and is 108611
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Commerce One
As referenced in this License and Maintenance Agreement:
"COMMERCE ONE INC. – or entities who are
authorised by TELKOM to access and/or USE the SOFTWARE in terms of
formal arrangements that TELKOM has with such persons or entities;
2. 3. 3. "COMMERCE ONE INC. " means a company incorporated in accordance
with the Laws of Switzerland with its head offices in Zurich;
2. 3. 4. "DESIGNATED SITE" means those facilities of TELKOM located in
_____________
COMMERCE ONE INC. – head
office located in Walldorf, Germany. For the purposes of this
AGREEMENT, and if required by the context, the phrase "SAP AG" shall be
deemed to include its licensors, particularly, COMMERCE ONE INC. . Inc, a
company incorporated in accordance with the laws of Switzerland with its
head office at Zurich, Switzerland;
2. 3. 11. "SOFTWARE" means:
2. 3. 11. 1. the SOFTWARE
_____________
COMMERCE ONE INC. – AFRICA, SAP AG or their respective licensors, cease, for
whatever reason, providing such Maintenance Services,
provided that in the latter case, SAP AFRICA and /or SAP AG shall procure
that COMMERCE ONE INC. . Inc. shall provide the Maintenance Service
and any related obligations of SAP Africa when providing Maintenance
Service in terms of this AGREEMENT including, its' obligations arising out
of annexure
_____________
"COMMERCE ONE INC" – similar activity, without the specific prior written consent of the other as to the
content, appearance, layout and other features thereof, provided that TELKOM
may use the marks "SAP", and "COMMERCE ONE INC" and the phrase "Powered
by Market Set" in its websites that employ or utilise the SOFTWARE provided SAP
AFRICA and/or COMMERCE ONE INC.. Inc. have given its/their
_____________
COMMERCE ONE INC. – may use the marks "SAP", and "COMMERCE ONE INC" and the phrase "Powered
by Market Set" in its websites that employ or utilise the SOFTWARE provided SAP
AFRICA and/or COMMERCE ONE INC. . Inc. have given its/their prior consent to
the format and typeface thereof which consent shall not be unreasonably withheld.
14. 6 Governing Law -This AGREEMENT shall be governed
_____________
dt 1482262
;
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Telkom
As referenced in this License and Maintenance Agreement:
TELKOM'S – terms and conditions hereinafter set forth.
1. 2. The SOFTWARE to be licensed in terms hereof will enable TELKOM to establish,
manage and operate an Internet-based business platform for TELKOM'S e-
commerce exchange, that is, a "Marketplace" as defined in clause 3. 9.
1. 3. The parties record their agreement in this document that, upon signature by the
party signing
_____________
"TELKOM's – PROPRIETARY INFORMATION");
2. 3. 8. 2. with respect to TELKOM, information identified or reasonably
identifiable, as the confidential and PROPRIETARY INFORMATION
of TELKOM, whether marked with proprietary legend or not
("TELKOM's PROPRIETARY INFORMATION"),
excluding any part of the SAP's or TELKOM's PROPRIETARY
INFORMATION which: -
- 5 - TELKOM CONTRACT NO. 076C/01
2. 3. 8. 2. 1. is, or becomes, publicly
_____________
TELKOM's – or reasonably
identifiable, as the confidential and PROPRIETARY INFORMATION
of TELKOM, whether marked with proprietary legend or not
("TELKOM's PROPRIETARY INFORMATION"),
excluding any part of the SAP's or TELKOM's PROPRIETARY
INFORMATION which: -
- 5 - TELKOM CONTRACT NO. 076C/01
2. 3. 8. 2. 1. is, or becomes, publicly available through no act or failure of the
other party; or
2.
_____________
TELKOM'S – PARTY DATABASE in a manner that
allows access to, and USE, (including TRANSACTION USE) directly or
indirectly, to the SOFTWARE by third parties (other than BUSINESS
THIRD PARTIES), whether on TELKOM'S hardware or otherwise; or
3. 2. 2. sublicense the SOFTWARE to any person or entity in a manner that allows
such person or entity to provide the same or similar
_____________
TELKOM'S – install the
SOFTWARE on other equipment located within the TERRITORY until such
condition is corrected, provided that TELKOM shall ensure that:
3. 5. 1. the temporary installation shall not impair TELKOM'S ability to prevent any
third party's USE of the SOFTWARE; and
3. 5. 2. TELKOM shall notify SAP AFRICA in writing within 30 days of the location
of such
_____________
dt 1439470
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Full Doc
| 2000 |
Vertical Hosted License Agreement
Vertical Hosted License Agreement (73K)
Doc #108662: Click preview link for longer preview.
VERTICAL HOSTED LICENSE AGREEMENT
This VERTICAL HOSTED LICENSE AGREEMENT (this "Agreement") is entered
into as of August ___, 1999 (the "Effective Date") by and between Commerce
One, Inc., a Delaware corporation having offices at 1600 Riviera Avenue,
Walnut Creek, California 94596 ("C1") and OmniCell, a California corporation
having offices at 1101 East Meadow, Palo Alto, CA 94303 ("Licensee").
WHEREAS, C1 is developing or has the rights to the software and
documentation described in Section 1 ("Definitions") below and desires to
license Licensee to use such software and documentation on the terms and
conditions stated herein; and
WHEREAS, Licensee is interested in licensing such software and
documentation on the terms and conditions set forth herein in order to create
a marketplace for the electronic procurement of goods and services by
businesses over the Internet.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and conditions stated herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Authorized Users" means the total number of End Users and/or
Suppliers, as applicable, authorized to use the Software, as specified in
Schedule A ("Software, Users and License Fees").
1.2 "Confidential Information" means this Agreement (including
Schedules A-E attached hereto and incorporated herein by reference), any
addenda hereto signed by both parties, all Software listings, Documentation,
information, data, drawings, benchmark tests, specifications, trade secrets,
object code and machine-readable copies of the Software, and any other
proprietary information supplied to Licensee by C1, or by Licensee to C1, and
clearly marked as "confidential information", including all items defined as
"confidential information" in any other agreement between Licensee and C1
whether executed prior to or after the date of this Agreement.
1.3 "Documentation" means any on-line help files or written instruction
manuals regarding the use of the Software.
1.4 "End User" means an end user customer who accesses the Software for
the electronic procurement of products and/or services from one or more
Suppliers.
1.5 "Executable Code" means the fully compiled version of a software
program that can be executed by a computer and used by an end user without
further compilation.
1.6 "Field" means healthcare.
1.7 "Maintenance and Support" means the services described in Section 5
("Maintenance and Support").
1.8 "Vertical MarketSite Service" means a service that (i) is
specifically focused upon the provision of goods and services within the
Field, and is targeted to Suppliers and End Users within the Field, and (ii)
enables trading partners to (1) exchange business information within the
Field and (2) provide access to services that are specifically directed at
the Field.
108662
|
Commerce One
As referenced in this Vertical Hosted License Agreement:
Commerce
One, Inc. – OMITTED PORTIONS.
EXHIBIT 10.11
VERTICAL HOSTED LICENSE AGREEMENT
This VERTICAL HOSTED LICENSE AGREEMENT (this "Agreement") is entered
into as of August ___, 1999 (the "Effective Date") by and between Commerce
One, Inc. , a Delaware corporation having offices at 1600 Riviera Avenue,
Walnut Creek, California 94596 ("C1") and OmniCell, a California corporation
having offices at 1101 East Meadow, Palo Alto, CA 94303 ("
_____________
COMMERCE ONE, INC. – COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND
230.406.
11
{PAGE}
LICENSEE COMMERCE ONE, INC.
By: /s/ Earl E. Fry By: /s/ Kirby Coryell
-------------------------- -----------------------
Name: EARL E. FRY Name: Kirby Coryell
------------------------ ---------------------
Title:VP & CFO Title: VP Operations
----------------------- --------------------
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN
_____________
Commerce One, Inc. – PORTIONS UNDER 17.C.F.R. SECTIONS 200.80(b)(4), 200.83 AND
230.406.
14
{PAGE}
SCHEDULE B
----------
End User/Supplier Terms and Conditions
1. Third Party Beneficiary. Commerce One, Inc. ("Commerce One") shall be a
direct and intended third-party beneficiary to this Agreement.
2. Usage Reports. Within fifteen (15) days after the end of each month, End
User
_____________
COMMERCE ONE, INC. – PAGE}
[LOGO]
AMENDMENT TO VERTICAL HOSTED LICENSE AGREEMENT
This AMENDMENT (the "Amendment"), effective April 18, 2000 (the "Effective
Date"), is made to the Vertical Hosted License Agreement, by and between
COMMERCE ONE, INC. ("C1") and OMNICELL.COM, dated August 21, 1999 (the
"Agreement").
WHEREAS, C1 and Omnicell.com wish to amend the terms of the Agreement to better
reflect the original intent
_____________
COMMERCE ONE, INC. – Agreement remain unmodified and continue
with full force and effect as set forth therein.
IN WITNESS WHEREOF, the parties have executed this Amendment on this 18th day of
April, 2000.
COMMERCE ONE, INC. OMNICELL.COM
By: /s/ Robert Y. Newell, IV By: /s/ Peter Pervere
---------------------------- ----------------------------
Name: Robert Y. Newell, IV Name: Peter Pervere
-------------------------- --------------------------
Title: VP and CFO Title: SVP and CFO
------------------------- -------------------------
_____________
dt 1482263
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Omnicell
As referenced in this Vertical Hosted License Agreement:
OMNICELL INC –
OMNICELL INC /CA/
_____________
dt 1852144
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Full Doc
| 2003 |
Confirmation of a Transaction Under the Master Agreement for Securities Loan Transactions
Confirmation of a Transaction Under the Master Agreement for Securities Loan Transactions (4K)
Doc #129286: Click preview link for longer preview.
CONFIRMATION OF A TRANSACTION
UNDER THE MASTER AGREEMENT FOR SECURITIES LOAN TRANSACTIONS
BETWEEN
HSBC TRINKAUS & BURKHARDT KGAA (,,HSBC") AND THE SAP
AG (,,SAP") DATED DECEMBER 16, 2002
(,,MASTER AGREEMENT")
{TABLE}
{S} {C}
Share Commerce One, Inc. (ISIN US2006932089 - new -)
number 1.749.444 (new after Reverse Split)
Lender SAP
Borrower HSBC
Transaction Date December 23, 2002
Loan Fees 1,50% of the Value Adjustment (Cash Collateral) pursuant to section 4
within the meaning of section 5 Master Agreement Master Agreement (see below)
Term: For the time being, with a termination notice of 3 Banking Days for the lender
(see section 7 Master Agreement)
Legal Basis: Master Agreement (German law)
Delivery Shares must be available on the Value Date (section 3 para. 1 Master
Agreement) at the depository of the borrower in the USA (in accordance with
annex)
Value Adjustment within the meaning of section 4 Cash Collateral, calculated on the market value of the shares at the time of
129286
|
Commerce One
As referenced in this Confirmation of a Transaction Under the Master Agreement for Securities Loan Transactions:
Commerce One, Inc. – TRANSACTION
UNDER THE MASTER AGREEMENT FOR SECURITIES LOAN TRANSACTIONS
BETWEEN
HSBC TRINKAUS & BURKHARDT KGAA (,,HSBC") AND THE SAP
AG (,,SAP") DATED DECEMBER 16, 2002
(,,MASTER AGREEMENT")
{TABLE}
{S} {C}
Share Commerce One, Inc. (ISIN US2006932089 - new -)
number 1.749.444 (new after Reverse Split)
Lender SAP
Borrower HSBC
Transaction Date December 23, 2002
Loan Fees 1,50% of the Value Adjustment (Cash
_____________
Commerce One, Inc. – adjustment : will be made simultaneously to the adjustment of the Value
Adjustment (Cash Collateral), i.e. beginning on March 1, 2003
{/TABLE}
{PAGE}
US Securities Laws' Consideration
HSBC understands that Commerce One, Inc. is a United States Company whose shares
are publicly traded in the United States and that SAP is an ,,affiliate" of
Commerce One, Inc. (within the meaning of Rule
_____________
Commerce One, Inc. – Securities Laws' Consideration
HSBC understands that Commerce One, Inc. is a United States Company whose shares
are publicly traded in the United States and that SAP is an ,,affiliate" of
Commerce One, Inc. (within the meaning of Rule 405 of the Securities Act of
1933, as amended (,,Securities Act")). As a result, HSBC acknowledges that the
common stock of Commerce One, Inc.
_____________
Commerce One, Inc. – of
Commerce One, Inc. (within the meaning of Rule 405 of the Securities Act of
1933, as amended (,,Securities Act")). As a result, HSBC acknowledges that the
common stock of Commerce One, Inc. to which this transaction relates may be
resold in compliance with the Federal Securities laws of the United States only
if such securities are registered under the Securities Act,
_____________
Commerce One, Inc. – available and HSBC agrees that it will conduct sales of
the common stock accordingly. In this regard, HSBC confirms that it will take no
action regarding the common stock of Commerce One, Inc. that would cause HSBC to
be an "underwriter" as defined in section 2(a)(11) of the Securities Act. The
re-delivery of the shares in accordance with the
_____________
dt 1482264
;
HSBC Trinkaus & Burkhardt KGAA;
SAP AG;
| Share Commerce One, Inc.;
Commerce One Inc / De/
|
Preview
Full Doc
| 2004 |
Patent Purchase Agreement
Patent Purchase Agreement (16K)
Doc #1439359: Click preview link for longer preview.
PATENT PURCHASE AGREEMENT
THIS PATENT PURCHASE AGREEMENT ("Agreement") is made as of December 10, 2004 ("Effective Date"), by Commerce One Operations, Inc., a corporation organized under the laws of Delaware, with an address at 580 California Street, Suite 526, San Francisco, California 94104 ("Seller") and JGR Acquisition, Inc., a company existing pursuant to the laws of Delaware, with an address at 1201 North Market Street, PO Box 1347, Wilmington, Delaware 19899 ("Purchaser").
In consideration of the mutual agreements and understandings set forth herein, and for other good and valuable . . .
1439359
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Commerce One
As referenced in this Patent Purchase Agreement:
Commerce One, Inc. – PURCHASER
By:_______________________________
Name:_____________________________
Title:______________________________
EXHIBIT A
PURCHASED ASSETS
EXHIBIT B
FORM OF PATENT ASSIGNMENT
PATENT ASSIGNMENT
THIS PATENT ASSIGNMENT is made as of December 10, 2004, from Commerce One, Inc. , a Corporation organized under the laws of Delaware, with an address at 580 California Street, Suite 526, San Francisco, California 94104 ("Assignor") to JGR Acquisition, Inc., a company existing
_____________
COMMERCE ONE, INC. – Patents.
[Signature Page to Follow]
IN WITNESS WHEREOF, Assignor has caused these presents to be duly executed in a manner appropriate thereto as of the date first above written.
Assignor: COMMERCE ONE, INC.
By:
Name:
Title:
ACKNOWLEDGMENT
February [__], 2004
State of ________ )
) ss:
County of ______ )
On this ___th day of ________ 20__, before me, the undersigned, personally appeared ___________________________, personally
_____________
dt 1676128
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| |
Preview
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| 2004 |
Pledge Agreement
Pledge Agreement (21K)
Doc #1439472: Click preview link for longer preview.
PLEDGE AGREEMENT
PLEDGE AGREEMENT (this "Agreement"), dated as of the 31st day of December, 2003, by and between COMMERCE ONE OPERATIONS, INC. (the "Pledgor"), a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc., a Delaware corporation ("Commerce One"), and COMVEST INVESTMENT PARTNERS II LLC ("ComVest," the "Administrative Agent" or the "Pledgee"), a Delaware limited liability company, as Administrative Agent for ComVest Investment Partners II LLC and DCC Ventures, LLC (the "Purchasers"). Any capitalized terms used but not defined herein shall have the meanings ascribed . . .
1439472
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Commerce One
As referenced in this Pledge Agreement:
Commerce One, Inc. – PLEDGE AGREEMENT (this "Agreement"), dated as of the 31st day of December, 2003, by and between COMMERCE ONE OPERATIONS, INC. (the "Pledgor"), a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. , a Delaware corporation ("Commerce One"), and COMVEST INVESTMENT PARTNERS II LLC ("ComVest," the "Administrative Agent" or the "Pledgee"), a Delaware limited liability company, as Administrative Agent for ComVest Investment
_____________
Commerce One, Inc. – facsimile transmission or mailed by first class postage prepaid to the parties at the following addresses or facsimile numbers:
If to the Pledgor, to:
COMMERCE ONE OPERATIONS, INC.
c/o Commerce One, Inc.
One Market Street, Steuart Tower
Suite 1300
San Francisco, CA 94105
Attn: General Counsel
Fax: (415) 644-8750
If to the Pledgee, to:COMVEST INVESTMENT PARTNERS II LLC
830
_____________
COMMERCE ONE, INC. – COMMERCE ONE OPERATIONS, INC., as Pledgor
By: /s/ Mark B. Hoffman
Name:
Title:
COMVEST INVESTMENT PARTNERS II LLC, as Administrative Agent
By: /s/ Harold Blue
Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
COMMERCE ONE, INC. , as Seller
By: /s/ Mark B. Hoffman
Name:
Title:
8
_____________
dt 1482279
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U.S. Bank, NA
As referenced in this Pledge Agreement:
U.S. Bank, Na – i) delivering to the Pledgee the original Perfect Commerce Note (provided, however, that with respect to the portion of the Perfect Commerce Note that is currently held in escrow by U.S. Bank, Na tional Association, the Pledgor shall deliver such portion to the Pledgee promptly upon its release or partial release from escrow) and (ii) causing the issuer or obligor of the Perfect
_____________
dt 1343087
|
Preview
Full Doc
| 2001 |
Registration Rights Agreement
Registration Rights Agreement (58K)
Doc #1231752: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
COMMERCE ONE, INC.,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION
AND
NEW COMMERCE ONE HOLDING, INC.
DECEMBER 8, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1231752
|
Commerce One
As referenced in this Registration Rights Agreement:
COMMERCE ONE, INC. – SEQUENCE>6
<FILENAME>a2044605zex-10_1.txt
<DESCRIPTION>EX 10.1
<TEXT>
<PAGE>
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
COMMERCE ONE, INC. ,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION
AND
NEW COMMERCE ONE HOLDING, INC.
DECEMBER 8, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<
_____________
Commerce One, Inc. – 14
11.10 Term.............................................................................................14
</TABLE>
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
December 8, 2000 by and among Commerce One, Inc. , a Delaware corporation (the
"Company"), Ford Motor Company, a Delaware corporation (together with any
assignee or transferee to which its rights and obligations have been assigned
pursuant to Section
_____________
COMMERCE ONE, INC. – of the parties hereto.
[Rest of page left intentionally blank]
<PAGE>
15
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMMERCE ONE, INC.
By: /s/ Mark B. Hoffman
--------------------------------------
Name: Mark B. Hoffman
Title: Chairman of the Board and
Chief Executive Officer
FORD MOTOR COMPANY
By: /s/ Kathryn S. Lamping
--------------------------------------
Name: Kathryn S.
_____________
dt 1763229
;
|
Nissan Motor
As referenced in this Registration Rights Agreement:
Nissan Motor Co. – respective meanings:
"CVX Guaranty" means the Guaranty, dated as of December 8, 2000, given
by DC, Ford, GM, Renault S.A., a company organized under the laws of France, and
Nissan Motor Co. , Ltd., a corporation organized under the laws of Japan, on
behalf of Covisint, LLC, a Delaware limited liability company, in favor of CVX
Holdco, LLC, a Delaware limited liability
_____________
Nissan Motor Co. – of 1934, as amended.
"OEM Covisint Equity Agreement" shall mean the Contribution and Unit
Holders Agreement, dated as of December 8, 2000, among Ford, GM, DC, Renault
S.A. and Nissan Motor Co. , Ltd.
"person" shall mean an individual, corporation, partnership, limited
liability company, association, trust, or other entity or organization,
including a government or political subdivision or an agency or instrumentality
_____________
dt 1699473
|
Preview
Full Doc
| 2000 |
Registration Rights Agreement
Registration Rights Agreement (58K)
Doc #1231762: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
COMMERCE ONE, INC.,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION
AND
NEW COMMERCE ONE HOLDING, INC.
DECEMBER 8, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1231762
|
Commerce One
As referenced in this Registration Rights Agreement:
COMMERCE ONE, INC. – SEQUENCE>4
<FILENAME>a2033922zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
COMMERCE ONE, INC. ,
FORD MOTOR COMPANY,
GENERAL MOTORS CORPORATION
AND
NEW COMMERCE ONE HOLDING, INC.
DECEMBER 8, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<
_____________
Commerce One, Inc. – 14
11.10 Term.............................................................................................14
</TABLE>
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
December 8, 2000 by and among Commerce One, Inc. , a Delaware corporation (the
"Company"), Ford Motor Company, a Delaware corporation (together with any
assignee or transferee to which its rights and obligations have been assigned
pursuant to Section
_____________
COMMERCE ONE, INC. – of the parties hereto.
[Rest of page left intentionally blank]
<PAGE>
15
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMMERCE ONE, INC.
By: /s/ Mark B. Hoffman
--------------------------------------
Name: Mark B. Hoffman
Title: Chairman of the Board and
Chief Executive Officer
FORD MOTOR COMPANY
By: /s/ Kathryn S. Lamping
--------------------------------------
Name: Kathryn S.
_____________
dt 1763230
;
|
Nissan Motor
As referenced in this Registration Rights Agreement:
Nissan Motor Co. – respective meanings:
"CVX Guaranty" means the Guaranty, dated as of December 8, 2000, given
by DC, Ford, GM, Renault S.A., a company organized under the laws of France, and
Nissan Motor Co. , Ltd., a corporation organized under the laws of Japan, on
behalf of Covisint, LLC, a Delaware limited liability company, in favor of CVX
Holdco, LLC, a Delaware limited liability
_____________
Nissan Motor Co. – of 1934, as amended.
"OEM Covisint Equity Agreement" shall mean the Contribution and Unit
Holders Agreement, dated as of December 8, 2000, among Ford, GM, DC, Renault
S.A. and Nissan Motor Co. , Ltd.
"person" shall mean an individual, corporation, partnership, limited
liability company, association, trust, or other entity or organization,
including a government or political subdivision or an agency or instrumentality
_____________
dt 1699474
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Registration Rights Agreement
Registration Rights Agreement (33K)
Doc #1231787: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the
Closing Date (as defined in the Reorganization Agreement), by and among Commerce
One, Inc., a Delaware corporation ("PARENT"), and the stockholders of Mergent
Systems, Inc., a California corporation ("COMPANY") listed on Schedule A hereto
(the "STOCKHOLDERS").
RECITALS
WHEREAS, pursuant to the Agreement and Plan of Reorganization, dated
December 23, 1999, by and among . . .
1231787
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Commerce One
As referenced in this Registration Rights Agreement:
Commerce
One, Inc. – PAGE>
EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the
Closing Date (as defined in the Reorganization Agreement), by and among Commerce
One, Inc. , a Delaware corporation ("PARENT"), and the stockholders of Mergent
Systems, Inc., a California corporation ("COMPANY") listed on Schedule A hereto
(the "STOCKHOLDERS").
RECITALS
WHEREAS, pursuant to the Agreement and
_____________
Commerce One, Inc. – acknowledgment of complete transmission) to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):
(1) if to Parent:
Commerce One, Inc.
1600 Riviera Avenue
Walnut Creek, California 94596
Attention: General Counsel
Telephone No.: (925) 941-6000
Facsimile No.: (925) 941-6066
with copies to (which shall not constitute notice
hereunder):
_____________
COMMERCE ONE, INC. – delivering it to Parent.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-10-
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
COMMERCE ONE, INC.
By:
----------------------------------------
Name:
Title:
STOCKHOLDER
By:
----------------------------------------
Name:
Title:
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
</TEXT>
</DOCUMENT>
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