GEOWORKS /CA/
8-K, EX-2.9, 2000-08-08
PREPACKAGED SOFTWARE
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                                                                     EXHIBIT 2.9



                     ASSIGNMENT AND ASSUMPTION OF TRADEMARKS

                  WHEREAS,  Telcordia  Technologies,  Inc., a corporation
organized and existing under the laws of the State of Delaware ("Assignor"), has
acquired, used and is using the trademarks shown on SCHEDULE A annexed hereto
and made a part hereof (the "Trademarks"); and

                  WHEREAS, Airboss Acquisition Corporation, a corporation
organized and existing under the laws of the State of New Jersey ("Assignee"),
is desirous of acquiring the Trademarks and the registrations thereof, together
with the good will of the business symbolized by the Trademarks;

                  NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:

                  1.  Assignor does hereby assign to Assignee all right,
title and interest in and to the Trademarks, together with the good will of the
business symbolized by the Trademarks, and the registrations thereof.

                  2.  Assignee does hereby assume from Assignee all
right, title and interest in and to the Trademarks, together with the good will
of the business symbolized by the Trademarks, and the registrations thereof.

Dated:   July 24, 2000                TELCORDIA TECHNOLOGIES, INC.


                                      By:
                                          ----------------------------------
                                          Name: Ward Reed
                                          Title:   Chief Financial Officer

                                      AIRBOSS ACQUISITION CORPORATION


                                      By:
                                          -----------------------------------
                                          Name:
                                          Title:


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                                   SCHEDULE A


TRADEMARK                    APPLICATION NO.                        FILING DATE

AirBoss                     75/542.269                             8/25/98

AirForce                    N/A

AirBrowse                   N/A


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