<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 16, 1997
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TSENG LABS, INC.
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(Exact Name of Registrant Specified in Charter)
Utah 0-13502 87-0391229
--------------- ---------------- ----------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
18 W. Airy Street
Norristown, Pennsylvania 19401
- ----------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 313-9388
6 Terry Drive
Newtown, Pennsylvania 18940
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 16, 1997, the Registrant entered into an Asset Purchase
Agreement with ATI Research, Inc. ("ATI"), a wholly owned subsidiary of ATI
Technologies, Inc., pursuant to which the Registrant sold to ATI various assets
including computer design automation tools and related software, furniture,
fixtures, office equipment and certain rights to intellectual property of the
Registrant. The purchase price for the transaction was $3,023,000, $500,000 of
which was placed in escrow to cover the indemnification obligations of the
Registrant under the Asset Purchase Agreement. In addition, ATI assumed certain
employee incentive payments in the aggregate amount of approximately $680,000
and agreed to lease the Registrant's Newtown, Pennsylvania facility (for
approximately $330,000 per annum) for at least three years, with renewal options
through 2007. The purchase price was reached through arms-length negotiations
between the parties. There is no material relationship between the Registrant
and ATI.
Item 5. Other Events.
On December 22, 1997, the Registrant purchased 4,000,000 shares of its
common stock, $.005 par value (the "Common Stock"), from Jack Tseng in a
negotiated private transaction valued at $5,200,000, or $1.30 per share. Mr.
Tseng is a founder of the Registrant, a former director of the Registrant and
its former Chairman and President. Mr. Tseng resigned from the aforementioned
positions on November 11, 1997. Mr. Tseng and his family remain investors in the
Registrant with total holdings of 1,374,000 shares of Common Stock.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
-------------- -----------
10.1 Asset Purchase Agreement between Registrant and ATI
Research, Inc. dated as of December 16, 1997.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TSENG LABS, INC.
(Registrant)
By /s/ Mark H. Karsch
-----------------------------------
Mark H. Karsch
Senior Vice President and Chief
Financial Officer
Dated: February ___, 1998
<PAGE>
EXHIBIT 10.1
MEMORANDUM OF AGREEMENT made the 16TH day of December, 1997.
B E T W E E N:
TSENG LABS, INC., TSENG INTERNATIONAL LABS, INC.
(a Nevada corporation) and TSENG INTERNATIONAL LABS, INC.
(a Delaware corporation)
(collectively the "Vendor")
OF THE FIRST PART
- and -
ATI RESEARCH, INC.
(the "Purchaser")
OF THE SECOND PART
WHEREAS the Vendor has carried on the business of graphics
chip design (the "Business");
AND WHEREAS the Vendor has decided to cease carrying on the
Business and to sell, and the Purchaser has decided to purchase, certain assets
used by the Vendor in respect of the Business;
NOW THEREFORE in consideration of the mutual covenants herein
contained and of the sum of $2.00 now paid by each of the parties hereto to the
other and of other good and valuable consideration, the receipt and sufficiency
whereof each of the parties hereto hereby acknowledges, the parties hereto
covenant and agree as follows:
l. Purchase and Sale of Assets: The Purchaser hereby purchases and the Vendor
hereby sells the following assets for the consideration and subject to the terms
and conditions hereinafter set forth:
(a) selected software licenses used by the Vendor in the Business,
as specified on Schedule A, provided that such software
license is assignable to the Purchaser and any maintenance
contract in respect of such software license is up to date, in
good standing and being performed by the maintenance provider
(the "Software Licenses");
(b) selected fixed assets and equipment used in connection with
the Business, as specified on Schedule B (the "Equipment");
<PAGE>
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(c) selected facilities assets, including furniture and fixtures,
used in connection with the Business, as specified on Schedule
C (the "Facilities");
(d) a perpetual, fully paid, royalty free, assignable and
transferable license in the form attached as Schedule D of all
tangible and intangible intellectual property, including
patents, trade secrets and proprietary process technology,
owned, licensed (provided it is transferable) or used by the
Vendor in connection with the Business (the "Intellectual
Property"), provided that:
(i) if the Purchaser files a patent for any inventions
arising from the Intellectual Property the resulting
issued patent will be solely owned by the Purchaser;
and
(ii) the Vendor will assign any of the Intellectual
Property or other rights to the Purchaser that are
necessary for the Purchaser to perfect and/or
complete such patent filings;
(collectively the "Purchased Assets").
2. Closing: The purchase and sale of the Purchased Assets shall be completed at
a closing on the date hereof (the "Closing Date").
3. Vendor's Representations and Warranties: The Vendor represents and warrants
to the Purchaser that:
(a) The Vendor has been duly incorporated and organized as a
corporation under the laws of Utah and is a valid and
subsisting corporation in good standing and to the extent
required has all necessary powers, licenses, permits and
authority (all of which are in full force and effect and in
good standing) to own the Purchased Assets and to complete the
transactions provided for in this agreement.
(b) The Vendor has good and marketable title to the Purchased
Assets free and clear of any claim, lien, charge or
encumbrance whatever, except for any usual ownership rights of
the owners of the software that are the subject of the
Software Licenses.
(c) Except as set out on Schedule E attached hereto or as
disclosed in the most recent annual and/or interim financial
statements of the Vendor (the "Financial Statements"), there
has not occurred since the date of such Financial Statements:
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(i) any material adverse change in the Purchased Assets;
(ii) any damage, destruction or loss having a material
adverse effect on the Purchased Assets; or
(iii) any condition or event or a threat thereof which
does, or reasonably might, have a material adverse
affect on the Purchased Assets.
(d) Except as set out on Schedule E attached hereto or as
disclosed in the Financial Statements, the Vendor has not
directly or indirectly since the date of such Financial
Statements:
(i) subjected any of the Purchased Assets to any
mortgage, lien, pledge, conditional sales contract,
lease, encumbrance, charge or similar limitation;
(ii) acquired, sold or otherwise transferred any of the
Purchased Assets other than in the ordinary course of
business;
(iii) entered into any agreement regarding the Purchased
Assets not in the ordinary course of business;
(iv) modified, amended, or terminated any agreement or
waived or released any material right regarding the
Purchased Assets other than in the ordinary course of
business;
(v) except in the ordinary course of business, increased
the salaries, fringe benefits or other compensation
of or paid any bonuses or similar compensation to any
of its employees who are employed in the Business or
given general salary or wage increases to such
employees; or
(vi) agreed to do any of the things described in (i)
through (v) above.
(e) Within the times and in the manner prescribed by law the
Vendor has filed all tax returns required by law. Such returns
were materially correct and complete and the Vendor has paid
the taxes due and payable as reflected on said returns. The
provisions for taxes reflected in the Financial Statements are
<PAGE>
-4-
adequate for all tax liabilities whether or not yet due and
payable and whether or not disputed. The Vendor has no
material liability for any taxes, or any interest or penalties
in respect thereof, of any nature other than those described
in the Financial Statements or arising in the ordinary course
of business since the date of such Financial Statements. The
Vendor is up-to-date and current in the payment of all
required installments of tax including income tax (federal and
state) and employee source deductions.
(f) Attached hereto as Schedule F is a true and complete list of
all the employees of the Vendor employed in respect of the
Business together with their respective positions, years of
employment and rates of remuneration and all of said employees
who are currently disabled or who claimed disability benefits
during the preceding twelve months. Those employees with
written employment agreements are indicated on Schedule E and
copies of such agreements have been provided to the Purchaser.
Except as disclosed on Schedule E, the Vendor has no
collective bargaining or other labor agreements, pension,
bonus, profit sharing, stock option, deferred compensation,
retainer, consulting, retirement, commissions or other
material fringe benefits, contracts or agreements.
(g) Listed on Schedule G attached hereto are all patents, patent
licenses, patent applications or registered copyrights of the
Vendor in respect of the Business. To the best of the Vendor's
knowledge, it has not infringed and is not now infringing upon
any patents, patent licenses, patent applications, copyrights
or trade secrets belonging to any other person and no person
has alleged such infringement during the last twelve months,
or is currently maintaining an allegation of, such
infringement.
(h) Neither the execution of this agreement nor the consummation
of the transactions contemplated hereby will result in any
breach of any term or provision of, or constitute a default
under the articles or by-laws of the Vendor or under any
commitment or other agreement to which the Vendor is a party
or by which it is bound, except as disclosed in any Schedule
attached hereto or will result in the creation or imposition
of any lien or encumbrance upon any of the Purchased Assets.
4. Vendor's Covenants: The Vendor covenants as follows:
(a) after the Closing Date the Vendor agrees to allow the
Purchaser access to all books, records, data, manuals, source
code and files regarding the Purchased Assets and all
<PAGE>
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employee files for those employees hired pursuant to Section
5, unless delivered to the Purchaser on the Closing Date;
(b) the Vendor agrees to be responsible for, and to pay, all
remuneration, including bonuses and vacation pay, owing or
accrued in respect of any employee hired by the Purchaser up
to the commencement of such employment with the Purchaser,
except for the signing bonuses to be paid by the Purchaser to
the Hired Employees (defined below) pursuant to Section 5(c);
(c) the Vendor agrees to execute a Non-Competition Undertaking
which shall include a non-solicit of Hired Employees (defined
below);
(d) the Vendor hereby releases each of the Hired Employees from
any obligation to maintain the Intellectual Property or
related information confidential and consents to such Hired
Employees bringing with them to the Purchaser and using same
and any equipment, supplies, facility or trade secret
information of the Vendor whether or not generally available
to the public in the performance of his or her
responsibilities to the Purchaser; and
(e) the Vendor shall be responsible for all service, maintenance
and support of any products it has sold or will sell in
connection with the Business.
5. Purchaser's Covenants: The Purchaser covenants as follows:
(a) if not already done, the Purchaser agrees to extend offers of
employment to substantially all of the technical and support
staff employed in the Business of the Vendor immediately
following the Closing Date;
(b) the Purchaser agrees that all of the employees of the Vendor
who accept the offers of employment set out in Section 5(a)
above (the "Hired Employees"), will be paid his or her
remuneration starting December 22, l997 provided such employee
commences his or her employment with the Purchaser on such
date and each Hired Employee shall be allowed to participate
in the Purchaser's applicable benefit plans, including bonus
plans, stock option plans, stock purchase plans and insurance
programs subject to meeting any vesting periods and according
to the terms and conditions of such plans; and
(c) the Purchaser agrees to pay to the Hired Employees signing
bonuses as set out on Schedule F attached hereto provided that
such signing bonuses shall be paid one-third by December 3l,
l997, unless any Employee instructs the Purchaser to delay
<PAGE>
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payment until January, l998, with the balance to be paid in
equal monthly payments over six months following the Closing
Date.
6. Purchase Price and Payment:
(a) The purchase price payable for the Purchased Assets shall be
the sum of $3,023,00l allocated as follows:
(i) Software Licenses $l,835,000;
(ii) Equipment $938,000;
(iii) Facilities $250,000; and
(iv) Intellectual Property Licenses - $1.00.
(b) In satisfaction of the purchase price payable for the
Purchased Assets and the Finders Fee, the Purchaser shall:
(i) pay $2,523,00l to the Vendor by way of certified
cheque on the Closing Date; and
(ii) on the Closing Date pay to Paul D. Fox, in trust,
$500,000 (the "Holdback") to be held and invested in
debt instruments acceptable to the Vendor pursuant to
an agreed escrow agreement and paid to the Vendor
together with interest earned thereon on the six
month anniversary of the Closing Date, subject to
adjustment as provided by this agreement.
(c) The payment of the Holdback shall be subject to the following:
(i) subject to Section 7, the Purchaser may withhold any
amounts reasonably claimed as owing as a result of
any misrepresentation by the Vendor pursuant to this
agreement until such claim is finally adjudicated or
the parties reach agreement thereon;
(ii) the Purchaser accepts that the assignment of the
software licenses with Veritools and Avanti may not
be obtained and agrees that the purchase price will
not be adjusted whether or not such assignments are
obtained; and
(iii) subject to satisfactory evidence, the purchase price
shall be reduced by $l0,000 for each Hired Employee
who does not remain an employee of the Purchaser for
the entire six months after the Closing Date and the
Purchaser may recover such amount from the Holdback.
<PAGE>
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7. Indemnifications: Until the second anniversary of the Closing Date, the
Vendor and the Purchaser covenant to indemnify and save the other harmless with
respect to all liability which such party may sustain or incur as a result of
the incorrectness or breach of any representation, warranty or covenant herein,
provided that the Vendor shall indemnify the Purchaser indefinitely with respect
to the representations and warranties in Sections 3(b) and (e). Except for any
claim with respect to Section 3(b) or Section 6(c)(iii) (the "Excluded Claim"),
the Purchaser shall not be indemnified by the Vendor until and unless the
aggregate amount of all claims asserted against the Vendor (excluding the
Excluded Claims) is in excess of the threshold amount of $50,000 and the amount
then claimable shall be the entire amount of all claims and not only the amount
in excess of the said threshold.
8. Survival: All representations, warranties, covenants and agreements made by
the parties herein or pursuant hereto (except those, if any, duly waived in
writing) shall speak as of the Closing Date and shall survive the Closing Date
for a period of two years, except for the representations and warranties in
Sections 3 (b) and (e) which shall survive indefinitely.
9. Governing Law: This agreement shall be construed and interpreted in
accordance with the laws of the State of Pennsylvania and the parties agree to
submit any dispute arising out of this agreement to the courts of such State.
l0. Further Assurances: The parties hereto agree to sign or execute all such
other deeds and documents and do such other things as may be necessary or
desirable for more completely and effectually carrying out the terms and
intention of this agreement.
ll. Successors and Assigns: This agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that this agreement shall not be assigned by either party without the
express written consent of the other party.
l2. Time: Time shall be of the essence of this agreement.
l3. Counterparts: This agreement may be executed in counterparts and by fax.
l4. Expenses: Each party will be responsible for its own legal, accounting,
investment banking and other advisory fees incurred in respect of the
transactions provided for in this agreement.
l5. Public Disclosure: The parties hereto reconfirm their obligations pursuant
to a confidentiality agreement dated November 7, 1997. The Vendor and the
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Purchaser shall work together and coordinate any public disclosure of the
subject matter of this agreement including the closing thereof. In the event
either party is required by applicable regulatory agencies to make any public
disclosure, it shall give notice of such requirement as soon as possible to the
other party.
l6. Currency: All amounts expressed in this agreement are in U.S. dollars.
IN WITNESS WHEREOF the parties hereto have executed and
delivered this agreement as of the date first above written.
TSENG LABS, INC.
Per:
--------------------------------
Per:
--------------------------------
ATI RESEARCH, INC.
Per:
--------------------------------
Per:
--------------------------------
<PAGE>
LIST OF SCHEDULES
SCHEDULE A - Software Licenses (1(a))
SCHEDULE B - Equipment (1(b))
SCHEDULE C - Facilities (1(c))
SCHEDULE D - Intellectual Property License(l(d))
SCHEDULE E - Material Changes (3(c) and (d))
SCHEDULE F - List of employees and agreements and Signing
Bonuses (3(f) and 5(c))
SCHEDULE G - List of intellectual property and any alleged
infringement (3(g))
<PAGE>
Schedule A
<TABLE>
<CAPTION>
VALUE
SOFTWARE VENDOR $ QTY
<S> <C> <C> <C>
Undertow waveform display Veritools 36,000 15
Hspice circuit simulator Avant!(Meta) 37,800 6
AvanWaves analog waveform display Avant!(Meta) 15,750 3
Sunrise Viewlogic 130,000 1
Behavioral Compiler Synopsys 251,100 2
(include DC)
Design Compiler Expert Synopsys 263,250 5
Design Analyzer Synopsys 28,350 5
Design Ware Foundation Synopsys 1,000 4
(annual subscription)
Design Ware Developer Synopsys 36,450 1
Floor Plan Manager Synopsys 32,400 1
HDL Compiler Synopsys 48,600 3
(Verilog input to DC)
Library Compiler Synopsys 20,250 1
RTL Analyzer Synopsys 36,450 3
VHDL Compiler Synopsys 16,200 1
Verilog-XL Cadence 3,000 3
Verliog-XL Turbo Cadence 8,000 8
Logic Work Bench Cadence 11,400 2
(for Board design)
Logic Work Bench Designer Cadence 23,940 3
Verifault-XL Fault Simulator Cadence 1,000 1
Dracula III Basic Bundle Cadence 115,520 1
Dracula/LPE Cadence 40,850 1
InQuery (Dracula I/f) Cadence 14,250 1
Diva/DRC Cadence 17,100 1
Diva/ERC Cadence 17,100 1
Diva/LVS Cadence 17,100 1
Preview Floorplan Basic Cadence 2,000 2
Preview Floorplan Expert Cadence 1,000 1
Cell3 Ensemble P&R Tool Cadence 70,875 1
Cell3 Clock Tree Synthesis Cadence 10,125 1
Cell3 GUI for Framework Cadence 3,240 1
Cell Ensemble Cadence 12,150 1
Cell Ensemble Timing Driven option Cadence 6,075 1
DLM P&R System w/Preview Expert Cadence 28,350 1
3-Layer Channel Route option Cadence 15,188 1
Design Framework Cadence 9,500 2
Composer Design Entry Cadence 82,650 6
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Circuit Design Environment option Cadence 11,400 1
Composer Analysis Environment Cadence 10,450 2
Device-level Editing option (DLE) Cadence 11,400 1
Virtuoso Polygon Layout Editor Cadence 142,500 5
Virtuoso Layout Synthesizer Cadence 47,500 1
Virtuoso Compactor Cadence 19,000 1
Open Simulation System Cadence 17,100 1
Cadence Hspice I/f Cadence 4,750 1
EDIFIN Cadence 4,750 1
Stream (GDSII) to/from Canada Cadence 2,850 1
LEDF-LEF/DEF interface Cadence 4,050 1
Arcadia Full-chip (extraction) Epic(Synopsys) 14,175 1
Arcadia Interactive Analysis Epic(Synopsys) 12,353 1
R3X net by net solver R. extr. Epic(Synopsys) 6,075 1
Device parameter extraction Epic(Synopsys) 4,050 1
PathMill Epic(Synopsys) 24,300 1
Synopsys/PathMill I/f Epic(Synopsys) 6,075 1
DSX/PathMill Epic(Synopsys) 8,505 1
TimeMill Epic(Synopsys) 22,599 1
Vertue for TimeMill Epic(Synopsys) 9,720 1
Block Delay Calculation Epic(Synopsys) 4,050 1
Licensed PC software Various
(NT, Win95, C++, ...)
Server Software/PC Novell/Microsoft
</TABLE>
<PAGE>
Schedule B
Name Vendor Quantity
Sun 4/600 Sun 2
SparcClassic Sun 2
SparcSystem 600 Sun 2
SparcStation 5 Sun 1
SparcStation 10 (speed?) Sun 13
SparcStation 20/125 Sun 7
SparcStation 20/100 Sun 7
Sun Ultra 1/140 Sun 7
Sun Ultra 1/170 Sun 4
Sun Ultra 2 (speed? Graphics?) Sun 9
Sun Ultra WWW (wed server) Sun 1
Sun Memory Upgrades Sun 1
4500E Rackmount Compaq 3
ProLinea Server Compaq 1
CDROM Jukebox Microdesign 1
Tape Jukebox Exabyte 2
RAID System Clarions 3
Networking Equipment 3Com/Multitek 1
ThinkPad Laptops IBM 6
Desktop Systems Misc. 80
Printers Misc. 20
Test Station IMS 1
Probe Station Rel 8100 1
Test Equipment - 5 Logic Analyzers, var. 1
4 scopes, 2 pulse generators, 4 heat
chambers,
2 powered microscopes with cameras,
1 pattern generator, misc.
<PAGE>
Schedule C
All equipment and assets used for the Business, including the following:
1. Toshiba Digital Phone System
2. UPS System - IPM 30KUA + Chloride 20KU
3. Onan - 70 GenSet Generator
4. HP Color Plotter
5. HP735/125
6. All assets and equipment located on the Leased Premises.
<PAGE>
Schedule D
License Agreement
THIS AGREEMENT made and entered into as of 15th day of December, 1997
BY AND BETWEEN:
ATI RESEARCH, INC, having offices at 4 Mount Royal Avenue, Marlborough,
MA, 01758-1978, and
ATI TECHNOLOGIES INC, a corporation duly incorporated under the laws of
Ontario, having offices at 33 Commerce Valley Drive E., Thornhill,
Ontario, L3T 7N6,
(hereinafter jointly referred to as "ATI")
AND
TSENG LABS, INC, a Nevada Corporation having offices at 6 Terry Drive,
Newtown, Pennsylvania, 18940; and
TSENG INTERNATIONAL LABS, INC., a Delaware Corporation having offices
at 6 Terry Drive, Newtown, Pennsylvania, 18940
(hereinafter jointly referred to as "Tseng")
WHEREAS the parties have entered into an agreement dated as of December 15, 1997
for the transfer of certain assets (hereinafter "Asset Purchase Agreement");
WHEREAS ATI desires to be granted a license under all of Tseng's intellectual
property;
WHEREAS Tseng desires to confirm that all patents arising from pending U.S.
Patent Application No. 08/747, 090, will not be asserted against Tseng and/or
its assigns; and
WHEREAS Tseng desires to be granted a license under all patents arising from
Tseng's intellectual property and vesting with ATI to allow Tseng to continue to
manufacture and sell all products currently being manufactured and sold by or on
behalf of Tseng; and
WHEREAS Tseng desires to confirm that ownership of any patents rights arising
from the intellectual property shall vest solely with ATI including patent
rights arising from U.S. Patent Application No. 08/747, 090; and
WHEREAS each of the Parties is willing to grant such licenses and transfer such
ownership, subject to the terms and conditions herein set forth.
<PAGE>
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER SET FORTH,
THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
(a) "Subsidiary" shall mean a company of which ATI Technologies, Inc.
hereto effectively owns or controls and continues to own or control,
directly or indirectly, at least fifty percent (50%) of the voting
stock or ownership interest therein;
(b) "Closing Date" shall have the definition described to such term in the
Asset Purchase Agreement;
(c) "Business" shall have the definition described to such term in the
Asset Purchase Agreement;
(d) "Licensed Intellectual Property" shall mean the intellectual property
including technical information, trade secrets, know how, manufacturing
specifications, processing procedures and research and development
information, owned or controlled by Tseng as of the Closing Date, which
is either used or arose in the business;
(e) "Assigned Patent Rights" shall mean patent and patent applications
arising from the Licensed Intellectual Property whether or not the
inventions which are the subject of such patent applications arose
prior to or after the Closing Date and include U.S. Patent Application
No. 08/747,090.
GRANT OF RIGHTS
Tseng hereby grants to ATI irrevocable, royalty-free world-wide, unrestricted
license under the Licensed Intellectual Property to make, have made, use, offer
for sale, import and sell any products either evolving from the Licensed
Intellectual Property or incorporating the Licensed Intellectual Property. The
license granted herein to ATI shall include the right to grant sub-licenses and
shall be transferable and assignable in conjunction with the sale of
substantially all of the business of ATI.
ATI and/or its assigns hereby grants to Tseng and/or its assigns an irrevocable,
royalty-free, limited, world-wide, license under the Assigned Patent Rights to
continue to make, have made, use, offer for sale, import and/or sell all
products currently being manufactured and sold by or on behalf of Tseng as of
the Closing Date. The license granted herein to Tseng and/or its assigns
includes the right to grant sub-licenses to manufacturers, distributors,
customers, and other entities participating in the manufacture and sale of such
products. The license does not extend to any future products of Tseng and/or its
assigns or any future modifications or extensions to Tseng's currently existing
products. The license does extend to ET6300 currently under development.
<PAGE>
ASSIGNMENT OF RIGHTS
In furtherance of the conveyance of assets in accordance with the Asset Transfer
Agreement, Tseng herein assigns the full right, title and interest in and to the
Assigned Patent Rights and further agrees to execute in a timely fashion, such
documents as are needed in order to permit ATI to perfect, register and maintain
the ownership of rights set for the in this paragraph and to enable ATI to
acquire patents therefor.
NON-ASSERTION
ATI and/or its assigns shall not assert against Tseng and/or its assigns any
patents, including U.S. and foreign patents, that arise from U.S. Patent
Applications 08/747,090, filed November 12, 1996 and entitled "Method And
Apparatus For Displaying Multiple Windows On A Display Monitor".
MISCELLANEOUS PROVISIONS
If any term, clause, provision of this Agreement shall be judged to be invalid
or unenforceable, the validity or enforceability of any other term, clause or
provision shall not be effected; such invalid or unenforceable term, clause or
provision shall be deemed deleted from this Agreement.
This Agreement and the Asset Transfer Agreement set forth the entire agreement
understanding between the Parties as to the subject matter hereof, and merge all
prior discussions between the Parties, and neither Party hereto shall be bound
by any conditions, definitions, warrantees, understandings, or representations
with respect to such subject matter other than is expressly provided therein, or
as duly set forth on or subsequent to the date hereof in writing, signed by duly
authorized offers of the Parties.
This Agreement shall be construed in accordance with and governed by the
Commonwealth of Pennsylvania and the parties agree to submit any dispute arising
out of this Agreement to the courts of such State.
IN WITNESS WHEREOF, the Parties hereto have signed and executed this Agreement
on the date first mentioned above.
ATI RESEARCH, INC. TSENG INTERNATIONAL, LABS, INC.
Per: Per:
------------------------- ---------------------------
ATI TECHNOLOGIES INC. TSENG LABS, INC.
Per: Per:
------------------------- ---------------------------
<PAGE>
Schedule E
MATERIAL CHANGES
l. Pitney Bowes Credit Corp. has a UCC registration in l995 and l997, each of
which is with respect to a postage meter only.
2. The following state and federal taxes are shown as outstanding liens which
may create a lien on the Purchased Assets and are therefore to be resolved prior
to release of the Holdback according to the Escrow Agreement:
(a) State Liens
(i) 95-707l5 dated 4/5/95 in the amount of $46,57l.86;
(ii) 95-7l663 dated 7/5/95 in the amount of $2,489.60;
(iii) 95-72294 dated 9/26/95 in the amount of $37,l32.6l;
and
(b) Federal Lien 93-20704 dated 6/7/93 in the amount of
$6l,388.38.
3. The Epic software licenses are not currently maintained and the Vendor shall
be responsible to complete such maintenance as soon as possible after the
Closing Date.
4. The Vendor has usual compensation plans for employees including bonus plans,
stock option plan, 40lK plan and health, life and disability insurance.
<PAGE>
Schedule F
U.S. Patent Application No. 08/747, 090 entitled "Method and Apparatus for
Displaying Multiple Windows on a Display".
<PAGE>
Schedule G
CONFIDENTIAL
TSENG EMPLOYEE LISTING - DECEMBER 5, 1997
<TABLE>
<CAPTION>
HIRE YEARS
EMPLOYEE NAME POSITION DATE SERVICE SALARY BONUS
- ------------- -------- ---- ------- ------ -----
<S> <C> <C> <C> <C> <C>
Tom Snodgrass VP & Site Manager 11/01/96 1.10 $141,000 $45,780
Steve Dilliplane Manager, Software 08/08/94 3.50 $113,000 $38,325
Joseph Chlebda Manager, Test/Integr. 04/04/90 7.70 $87,471 $20,993
Joe Israel Senior Engineer 07/15/96 1.40 $79,500 $19,000
David Hui Vice President 01/30/84 14.00 $123,500 $60,900
Tarek Kaylani Senior Engineer 11/14/94 3.00 $80,850 $22,365
Mike Jimison Senior Engineer 08/03/95 2.40 $77,500 $29,500
Lou Aynat Sales Manager 01/30/84 13.00 $107,919 $26,105
Jim Maino Senior Engineer 03/28/94 3.80 $81,000 $28,350
Gary Root Senior Engineer 09/11/95 2.00 $76,000 $18,125
Rich Selvaggi Principle Engineer 04/09/90 7.50 $113,900 $41,450
Michael Frank Manager, Design 08/07/96 1.30 $113,000 $27,375
Kathleen Burns Principle Engineer 09/20/93 4.30 $98,000 $23,625
John Hale Principle Engineer 05/20/96 1.50 $97,000 $23,375
Warren Szcypiorski Senior Engineer 06/26/95 2.50 $71,650 $17,038
Tom Noonan Technical Leader 01/24/94 3.90 $68,500 $13,750
Scott McGovern Senior Engineer 02/12/96 1.80 $71,500 $20,000
Rowena Chang Senior Engineer 08/05/89 8.50 $69,800 $16,575
Randy Franklin Senior Engineer 05/18/92 5.60 $72,821 $17,330
Nick Ditoro Senior Engineer 04/01/96 1.80 $60,100 $14,150
Mike Roden Senior Engineer 08/29/94 3.50 $68,500 $9,750
Marge Gillis Senior Engineer 05/18/94 3.00 $78,100 $18,650
Jiang Qian Senior Engineer 01/13/97 1.00 $63,500 $15,000
Eric Costello Senior Engineer 04/29/96 1.70 $68,500 $14,925
Mike Karlin Manager, MIS 12/02/96 2.00 $75,525 $18,006
Tony Tang MIS 06/03/96 1.54 $60,000 $8,475
Rich Colflesh Senior Technician 11/14/90 7.00 $45,242 $6,261
Pat McLaughlin Engineer 07/17/95 2.50 $40,749 $5,587
Joanne Rybarczyk HR Manager 02/01/96 1.90 $57,500 $7,168
Andrew Silverthorne Engineer 04/08/96 1.80 $51,700 $12,050
Kathleen Bishop Product Support Spec. 12/07/92 5.00 $45,900 $6,360
Gerard McGettigan Technician 08/08/88 9.30 $42,970 $6,221
David L. Grove Technician 01/09/95 2.90 $28,600 $3,765
Andrew Rzonca Technician 11/05/90 7.00 $35,250 $4,783
Dean Pizzo Facilities Administrator 05/23/97 0.70 $24,300 $2,080
Elaine Grove Administrative Assistant 03/18/87 10.80 $44,970 $6,011
Kathy Nocero Accounting Admin 09/05/88 9.50 $50,500 $7,050
$2,685,817 $676,253
</TABLE>
<PAGE>
NO OFFERS TO:
Bonnie Beck Admin Assist 03/20/89
Jim Codispoti Shipping/Receiving 02/28/92
Barbara Hawkins CAO 01/30/84
Mike Chang Applications Engineer n/a
Ken Huang Applications Engineer n/a
Kris Kernan Accounts Receivable 08/31/92
Carey Daniel Administrative Assistant 04/15/96
Rich Hooven Planning Manager 04/08/96
EMPLOYEE ON DISABILITY
Rich Colflesh
