# **Exhibit 2.06**

#  

**AssetPurchase Agreement**

 

 

between

 

 

**VersantGmbH**Wiesenkamp 22 b, 22539 Hamburg, Germany,

 

(“**Versant**”)

 

 

und

 

 

**Vanatec GmbH**Süskindstr. 4, 81929 Munich,Germany,

 

 (“**Vanatec**”)

 

 

**Preamble**

 

(1)        Versantis a shareholder in Vanatec.  Vanatec hasa registered share capital of € 25,000. Versant currently holds a share in Vanatec in the nominal amount of€ 4,900.  The other share in Vanatecin the nominal amount of € 20,100 is held by VanatecBeteiligungsgesellschaft bürgerlichen Rechts (the “**Partnership**”).

 

(2)        Versantholds all rights to the current version of a certain software product known as *Versant Open Access.NET* and described in **Exhibit 1**, including a data sheetdescribing the Software, hereinafter referred to as the “**Software**”.

 

(3)        Versanthas decided to sell to Vanatec some of its Assets, as defined immediatelybelow, as of August 1, 2005 (hereinafter: “**Effective Date**”) and to grant to Vanatec a license to use andimprove the Software as stated in Sec. 1 below, it being understood thatVersant shall remain the owner of the Software Assets, as defined below .

 

(4)        Thesaid license shall include in particular but without limitation the exclusiveright (i) to reproduce the Software on any medium, including servers,disks and tapes of any kind and any network, including the Internet,manufacture, use, develop, improve, update, upgrade, adapt, translate, market,distribute disseminate, publish, transfer, broadcast the Software, and/or tomake such Software available by way of transmission lines or wireless, and/orto use such Software for the operation of data processing and other equipment,to grant

 

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licenses permitting any of the foregoingactivities to third parties, each world wide without any limitation in time forthe intended purpose as described in the Software Records, as definedimmediately below, or for any other purpose, and (ii) the benefit of theassignments of any third-party inventor, author or other party involved in thecreation of the Software, hereafter referred to collectively as the “**Rights**”.

 

(5)        Vanatecshall also be entitled to use and improve all files, books, correspondence andother records relating to the Software including (but not limited to) anelectronic copy and a print-out of the complete source code, a machine readablecopy, as well as any customers names and copies of any license agreementsrelating to the Software, hereafter referred to collectively as the “**Software****Records**”.  The Rights and the Software Records shallhereafter collectively be referred to as the “**Software****Assets**”.

 

Now, therefore, the Parties hereby agree:

 

**§ 1****         ****License to the Software Assets**

 

(1)        Versanthereby grants to Vanatec a license (“**License**”)under the copyright in the Software, beginning on the Effective Date, to usethe Software Assets to the full extent of the Rights described in the Preamble,world wide without any limitation.

 

(2)        TheLicense shall be exclusive for the field of object-relational mapping solutionsrunning on the Microsoft.NET platform; Versant reserves the right to use the SoftwareAssets outside the said field.

 

(3)        Neitherparty shall be entitled to give notice of termination of the License forconvenience as long as Versant is a shareholder in Vanatec. Thereafter, thenotice period shall be 6 months.

 

(4)        Bothparties reserve the right to give notice of termination of the License forCause at any time. “Cause”, as used herein, shall be any material breach of theLicense as well as (i) the filing of an application to instituteinsolvency proceedings over the assets of Vanatec (*Insolvenzantrag*) and (ii) any ground for theinstitution of insolvency proceedings over Vanatec’s assets under Germaninsolvency law.

 

(5)        Upontermination of the License, Vanatec shall return to Versant the Software Assetsincluding any modifications and enhancements made by it.

 

**§ 2****         ****Transfer of Other Intangible Assets**

 

(1)        Versant hereby sells the following intangibleassets owned by Versant to Vanatec and the parties agree that title to suchintangible assets shall pass to Vanatec on the Effective Date:

 

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(a)        All rights and obligations under

 

(i)         any orders and inquiries for machine readablecopies of the Software and/or other products based on or services relating tothe Software (“**Software Products**”);

 

(ii)        the lease (*Mietvertrag*)of the Premises;

 

(iii)       the license agreements for the use of certaincomputer software as per the list attached hereto as **Exhibit 2;**

 

(iv)      the leasing contract regarding the companycar Mini One (RA31) with BMW Financial Services , contract # 24076-01-201589;

 

(v)       the leasing contract regarding the companycar Citroen C5 with CC Leasing, contract # 18003011;

 

(vi)      all contracts with customers and users of theSoftware, including purchase orders, maintenance agreements and similaragreements (“**Software License and SupportAgreements**”);

 

(vii)     all contracts with service providers relatingto the Software, such as press and telemarketing agency, in particular as perthe list attached hereto as **Exhibit 3**;

 

(viii)    all contracts with service providers relatingto the Premises, such as cleaning, in particular as per the list attachedhereto as **Exhibit 4**

 

(hereinafter: “**Contracts**”).

 

(b)        all data relating to customers andprospective customers (as stored in the CRM systems of Versant and itsaffiliates, as defined in §§ 15 et seq. of the German Stock CorporationAct;

 

(hereinafter: “**Intangible Assets**”).

 

(2)        Versant shall hold Vanatec harmless from anyclaims under the Contracts which shall have become due on or before theEffective Date, except if and to the extent that such claims relate to periodsof time after the Effective Date. Vanatec shall hold Versant harmless from anyclaims under the Contracts which shall have become due after the EffectiveDate, except if and to the extent that such claims relate to periods of timeprior to the Effective Date.

 

(3)        Neither party shall have a claim forreimbursement of payments received under the Contracts. In particular, Vanatecshall not have any claims with respect to any payments received by Versantunder the Software License and Support Agreements, even if such payments relateto periods of time after the Effective Date, and vice versa.

 

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**§ 3****         ****Transfer of Tangible Assets**

 

(1)        Versant hereby sells the following tangibleassets owned by Versant to Vanatec and the parties agree that title to suchtangible assets shall pass to Vanatec on the Effective Date::

 

(a)        the Contract documents;

 

(b)        all office equipment, furniture, books,records, and other tangible assets located on the premises used by Vanatec atits address as indicated above (the “**Premises**”)on the Effective Date;

 

(c)        Computers and other hardware locatedelsewhere as per the list attached hereto as **Exhibit 5**;and

 

(d)        Marketing materials as per the list attachedhereto as **Exhibit 6**;

 

(hereinafter: “**Tangible Assets**”, jointly with theIntangible Assets, the “**Transferred****Assets**” and, jointly with theSoftware Assets, the “**Assets**”)

 

(2)        If and to the extent that Versant holds title(including as title as co-owner) to the Tangible Assets on the Effective Dateor obtains such title or at any time thereafter, such title is herebytransferred to Vanatec.  If and to theextent that the title to Tangible Assets held by Versant is subject to thecondition precedent of the satisfaction of the claims of a supplier havingsupplied such Tangible Assets subject to retention of title, Versant herebytransfers the resulting expectancy (*Anwartschaft*)rights.  Vanatec accepts suchtransfers.  Versant covenants to pay thepurchase price of any Tangible Assets delivered to it which are subject toretention of title as soon as reasonably possible and in any event on the duedate agreed with the supplier concerned. For the avoidance of doubt, Vanatecshall be entitled to discharge any retention of title arrangement by makingpayment to the supplier. In the event that title to any Assets - includingexpectancy (*Anwartschaft*) rights- is transferred to Vanatec hereunder even though such title is not held by Versant,Vanatec agrees to retransfer title to the original owner.

 

(3)        During the term of the License, Vanatec shallhave the right to possess the Software Records at no extra charge.

 

**§ 4****         ****Undertakings**

 

(1)        If, in addition to those provided for in thisAgreement, any legal acts or deeds shall be required to bring about thetransfer of title to Assets, the parties hereby agree to perform such act orexecute such deed and generally to assist each other with a view to bringingabout the transfer pursuant to this Agreement.

 

(2)        If the approval of a third party should berequired to bring about the transfer of any Asset to Vanatec, such approval ofthe third party concerned shall be requested by Vanatec.  If the approval should be denied by suchthird party, Vanatec shall nevertheless be deemed, as between the partieshereto, to have acquired such Asset on the Effective Date.

 

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(3)        Versant shall,

 

(a)        for a period of at least three months formthe Effective Date,

 

(i)         cause a notice to prospective customers ofthe Software Products to be prominently supplied on its website (URL:www.versant.com) (the “**Versant Website**”)advising such prospective customers of the transfer of assets hereunder.  The language and form of such notice shall beagreed with Vanatec;

 

(ii)        keep the Software Product available fordownload on the Versant Website for at least three months form the EffectiveDate; and

 

(iii)       keep the online community forum at http://www.versant.com/shared/forum/OpenAccessDotNetoperative;

 

(b)        advise all customers and prospects by August 31by email approved by Vanatec in advance of the changes brought about by thisAgreement;

 

(c)        provide access to employees of the Company tothe Versant Customer Relationship Management System and the individual emailboxes until August 31; and

 

(d)        forward to Vanatec any inquiries for theSoftware Product.

 

**§ 5****         ****Consideration**

 

(1)        Vanatec agrees to pay a purchase priceequivalent to the Book Value of the Assets, plus 16% VAT on the book value ofthe Tangible Assets (the “**Purchase Price**”),as follows:

 

(a)        “**Book Value**”,as used herein, shall be the book value of the Assets except for the SoftwareAssets as part of a going concern as at the Effective Date (*Teilwerte*) as per Versant’s tax balancesheet (*Steuerbilanz*) as at 31 July 2005(the “**Versant Financial Statements**”).

 

(b)        The Purchase Price shall be determined andinvoiced by Versant as soon as a copy of the Versant Financial Statements shallhave been made available to Vanatec.

 

(c)        The Purchase Price shall be due for paymentupon execution of this Agreement, subject to Subsection 3 below.

 

(2)        In consideration of the License, Vanatecshall pay a running royalty at a rate of 4% (four percent) of the Net Proceeds(the “**Royalty**”) as follows:

 

(a)        “**NetProceeds**”, as used herein, shall mean all fees, whether one-time orrecurrent, paid to Vanatec by customers in consideration of the delivery or useof the Software Assets (but not, for the avoidance of doubt, revenue

 

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from services, support etc.), net of any insuranceor other incidental cost and of value-added and other sales taxes.

 

(b)        Vanatec shall account (subject to Subsection 3below) to Versant for the Net Proceeds invoiced during each calendar quarter,broken down by product and by customer, within two weeks from the end of suchcalendar month and pay the resulting Royalties within thirty days from the endof such quarter.  All expenses related tothe payment shall be borne by Vanatec.

 

(c)        Versant shall be entitled to have allaccounts relating to the licensing, use and development of the Software Assetsand the supporting books and records inspected, during the term of the licenseand for one year thereafter, by an individual bound by professionalsecrecy.  The cost of such verificationshall be borne by Versant; if, however, the verification should disclose thatthe accounts rendered by Vanatec contained discrepancies to the disadvantage ofVersant of more than 1% of the royalties owed by Vanatec for the period underreview, the cost of the verification where such discrepancy is discovered shallbe borne by Vanatec.

 

(3)        Versant hereby contributes the claim to thePurchase Price and to the Royalty to the reserves of the Company as per § 272(2) No. 4 of the Commercial Code (*HGB*).

 

**§ 6****         ****Liabilities**

 

(1)        Theparties agree that Vanatec has assumed all liabilities of Versant under theContracts as per the Effective Date (hereinafter: “**Assumed Liabilities**”), but no other liabilities.

 

(2)        Ifthe approval of a third party should be required to bring about the transfer ofany Assumed Liabilities, such approval shall be requested by Vanatec from thethird party concerned.  If the approval should be denied, Vanatec shallnevertheless be deemed, as between the Parties, to have assumed such AssumedLiabilities on the Effective Date.  Vanatec shall hold Versant harmlessfrom such Assumed Liabilities.

 

(3)        Versantshall hold Vanatec harmless from any liability under any Contract which relatesto a period of time prior to the Effective Date, even if such liability becomesdue after the Effective Date.  Vanatecshall hold Versant harmless from any liability under any Contract which relatesto a period of time after the Effective Date, even if it has become due beforethe Effective Date.

 

**§ 7****         ****Representations and Warranties**

 

(1)        Versant represents and warrants to the bestof the knowledge of its managing director, Jochen Witte, that

 

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(a)        it has good title to all Assets, includingthose Assets which constitute inventions or proposals for technical improvementmade by employees, agents, subcontractors and/or affiliates of Versant;

 

(b)        Vanatec will become owner of the TransferredAssets free of any liens, encumbrance or any other rights to the benefit ofthird parties whatsoever, in particular, the Transferred Assets are not subjectto receivership or any similar restrictions, and the transfer of theTransferred Assets is not subject to the approval of any third party;

 

(c)        the Software Records embody the completeknow-how embodied in the Software (hereinafter: “**Know-how**”) and no essential element of such Know-how has beenwithheld by Versant;

 

(d)        the Know-how has not been disclosed to anythird party, including the employees, agents and subcontractors of Versantexcept for those having undertaken, in a legal, valid, binding and enforceablefashion, to keep such Know-how in strict confidence;

 

(e)        the right to use the Assets has not otherwisebeen granted to any third party; and

 

(f)         use of the Assets, will not violate anypatents, copyrights or other rights of any third party.

 

(2)      Versant shall hold Vanatec harmless from, andindemnify Vanatec for, any loss, action, claim, suit, proceeding, cost and/orexpense incurred by Vanatec as a result of a breach of the representations andwarranties as per the preceding subsection hereof, including any claimsfor compensation which may be asserted by employees of Versant having orclaiming to have made any inventions or proposals for technical improvementcovered by the German Employee Invention Act (ArbNErfG), provided that Vanatec (a) notifiesVersant promptly in writing of such claim, suit or proceeding on or before July 31,2006, and gives Versant authority to proceed as contemplated below, and givesVersant proper and full information and assistance to settle and/or defend anysuch claim, suit or proceeding, and (b) refrains from making any admissionor settlement relating to the claim.

 

(3)      Any liability on the part of Versant underthis Agreement be limited to an amount of € 100,000, except in the eventof fraud on the part of Versant.

 

**§ 8****         ****Costs**

 

Anycosts arising out of or in conjunction with this Agreement including but notlimited to costs of advisors shall be borne by the Party having incurred suchcosts.

 

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**§ 9****         ****Completeness**

 

ThisAgreement, including the Exhibits

 
| 1 | * * | *Versant  Open Access.NET* description and data sheet Part A and  B) |
|---|----------|---------------------------------------------------------------------------|
| 2 |     | License Agreements                                                        |
| 3 |     | Contracts with Service  Providers Relating to the Software                |
| 4 |     | Contracts with Service  Providers Relating to the Premises                |
| 5 |     | Computers and other  Hardware                                             |
| 6 |     | Marketing Materials                                                       |

 

containsall the entire understanding between the Parties regarding the Assets.  Any amendments to, or modifications of, thisAgreement shall be valid only if they are in writing.  This requirement shall also apply withrespect to any waiver of any provision of this Agreement, including a waiver ofthis requirement of written form.

 

**§ 10****       ****Notices**

 

Anynotices which may be given under this Agreement shall be effective only if theyare in writing.  A notice shall be deemedreceived if it has been given by registered post even if it has not actuallybeen delivered, provided that a written record of the attempt to deliver suchnotice has been left at the last known address of the addressee.

 

**§ 11****       ****Applicable Law, Choice of Forum**

 

(1)        This Agreement shall be governed by Germanlaw, excluding the UN Convention on the International Sale of Goods (CISG).

 

(2)        All disputes arising under or in connectionwith this Agreement shall be submitted exclusively to the courts of Munich,Germany, if the defendant’s residence at the time of the initiation of thedispute is either unknown or outside of Germany.

 

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**§ 12****       ****Severability**

 

Ifany provision of this Agreement should be or become invalid or unenforceable,the validity of the remaining provisions hereof shall not be affected.  Such invalid or unenforceable provision shallbe converted by mutual consent of the parties, to the extent possible, to avalid and enforceable provision which comes as close as possible to thebusiness object of the original provision. This provision shall also apply if this Agreement should be incomplete.

 
| Munich, 29 July 2005 | Munich, 29 July 2005 |
|---------------------------|---------------------------|
| Versant GmbH by           | Vanatec GmbH by           |
|                      |                      |
|                      |                      |   |   |
| Jochen Witte              | Peter  Brunner            |   |
| Geschäftsführer | Geschäftsführer |   |

 

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