Exhibit 10.1


 


AGREEMENT


 


This agreement
(“Agreement”) is effective as of the Effective Date (as defined in
Section 12 below) between Vertical Networks, Inc. (“VNI”), a California
corporation, and ARTISOFT, Inc. (“ARTISOFT”), a Delaware corporation.  VNI and ARTISOFT agree as follows:


 


1.                                      DEFINITIONS.


 


“C-Data Patent”
means any Letters Patent and patent applications listed in Attachment A, any
foreign patent corresponding thereto, and/or any patents that may issue or
reissue therefrom, any divisions, continuations, continuation-in-part (but,
with respect to new subject matter claimed in such continuation-in-part, has an
invention date prior to the Effective Date), patent term extensions, or
reexaminations of any of the foregoing.


 


“Licensed Product”
means any product or part thereof, the manufacture, use, or sale of which is
covered by a valid claim of an issued, unexpired C-Data Patent.  A claim of an issued, unexpired C-Data Patent
shall be presumed to be valid unless and until it has been held to be invalid
by a final judgment of a court of competent jurisdiction from which no appeal
can be or is taken.


 


2.                                      GRANT. 
Subject to the terms and conditions of this Agreement, VNI hereby grants
and ARTISOFT hereby accepts a non-exclusive, transferable (subject to the
restriction set forth in Section 13 below), sublicensable (but only as
expressly provided in Sections 3.3 and 3.4 below), worldwide, irrevocable,
royalty-free license to the C-Data Patents to make, have made, use, import,
export, sell and distribute Licensed Products, and to practice any methods or
processes covered by a valid claim of an unexpired C-Data Patent, or to
otherwise make, have made, use, import, export, sell, distribute, practice or
have practiced anything covered by a valid claim of an unexpired C-Data patent
during the Term.


 


3                                         TRANSFER
OF C-DATA PATENTS.


 


3.1                                 A.                                   Subject to the
license grant to ARTISOFT in Section 2 above (which shall remain in effect
after such assignment), VNI shall assign within 270 days after the Effective
Date all of the C-Data Patents to a third party, un-related and unaffiliated
patent licensing/enforcement company (provided that an entity with which Alan
Loudermilk is affiliated shall not be deemed to be related or affiliated to VNI
as a result of his prior or continuing relationship with VNI) formed solely for
the purposes described herein (“C-DATA CO.”). 
If VNI fails to assign the C-Data Patents to C DATA CO. within such
270-day period, then VNI shall assign the C-Data Patents to ARTISOFT.  As a condition of the C-Data Patent
assignment, C-DATA CO. may only prosecute, maintain, license, and enforce the
C-Data Patents, and perform all activities reasonably necessary in order to
carry out the foregoing.  Any other use
of the C-Data Patents by C-Data Co. is expressly prohibited.


 
















 


B.                                     C-DATA CO. shall initially be limited to
pursuing licensing with and/or enforcement against the companies listed in
Attachment B.  ARTISOFT shall have the
right for 180 days after the Effective Date to remove a company from this list
for which ARTISOFT has a “Specified Basis” for such removal.  A Specified Basis is defined as (i) an
existing business relationship between ARTISOFT and such company, (ii) a
reasonable, good faith belief that a prospective business relationship
(inclusive of acquisition target) between ARTISOFT and such company is
imminent, or (iii) the existence of patent infringement conflict between
ARTISOFT and such company, in each case which ARTISOFT can demonstrate through
reasonable documentation or other reasonable means.  At the end of the 180-day period, no company
will be removed from the list without the Governance Committee’s approval as
described in Section 3.2 below. 
C-DATA CO. shall have the unrestricted right to pursue any company that
remains on the list for licensing/enforcement of the C-Data Patents.  At no time may C-DATA CO. pursue licensing
with or enforcement against any company that is not listed in Attachment B.


 


3.2                                 A Governance Committee
consisting of one representative of each of VNI, ARTISOFT, and C-DATA CO.
(initially, Scott Pickett for VNI, Bill Tauscher for ARTISOFT, and a third
person representing C-DATA CO.) shall approve the deletion of companies from
the list in Attachment B after the initial 180-day period.  After the initial 180-day period, the
deletion of companies from the list in Attachment B shall require unanimous
approval among the three representatives. C-DATA CO. shall have the right to
add entities to the list in Attachment B by notifying VNI and ARTISOFT, but
ARTISOFT shall have 120 days from receipt of such notice to object for a
Specified Basis; only if ARTISOFT does not so object, shall such company be
added to the list in Attachment B and C-DATA CO. would be free to pursue such
company for licensing/enforcement of the C-Data Patents.  The Governance Committee shall be formed by
contractual arrangement as part of the assignment agreement transferring
ownership of the C-Data Patents to C-DATA CO. 
Any party may change its representative upon written notice to the other
party and C-DATA CO.


 


3.3                                 If after 180 days
after the Effective Date, an operating company that is not listed in Attachment
B files a complaint in a court of competent jurisdiction asserting that
ARTISOFT infringes valid patents owned by such entity (such entity being a
“Plaintiff”), and serves such complaint against ARTISOFT, then upon notice of
such complaint from ARTISOFT, the Governance Committee shall meet and confer as
to whether it is appropriate for (i) C-DATA CO. to seek enforcement of the
C-Data Patents against such Plaintiff or (ii) ARTISOFT to grant a
non-transferable, non-sublicensable, sublicense of the C-Data Patents to such
Plaintiff in final settlement of such complaint, provided that if the
Governance Committee cannot agree, then ARTISOFT will have the right to grant a
non-transferable, non-sublicensable, non-exclusive sublicense under the C-Data
Patents to the Plaintiff but only in final settlement of such complaint and
only to make, use and sell products.  If
ARTISOFT receives any consideration relating to or in connection with such
sublicense or settlement, then parties shall share such consideration in the
proportions agreed to among the parties in Section 4 below.


 


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3.4                                 If after 180 days
after the Effective Date, ARTISOFT desires to enter into a commercial
arrangement involving the C-Data Patents with an operating company that is not
listed in Attachment B because such company (i) has not been established by the
Effective Date, or (ii) has not by the Effective Date released commercially
available products that could infringe the C-Data Patents, then ARTISOFT may
seek written approval from the Governance Committee for such company to obtain
a license under the appropriate C-Data Patents (under either a direct license
from C-DATA CO. or a sublicense from ARTISOFT, as the parties mutually deem
appropriate) under terms that are commercially customary and consistent with
terms and conditions then offered by C-DATA CO. and which compensate C-DATA CO.
for lost revenue. The Governance Committee will not unreasonably withhold such
approval.  However, without the consent
of the Governance Committee, ARTISOFT may grant sublicenses to any operating
company unless that company (x) is listed in Attachment B, or (y) meets one of
the criteria described in clause (i) or (ii). In the event that a company meets
one of the criteria described in clause (i) or (ii), and if C-Data wishes to
add such company to the list in Attachment B, the procedure set forth in
Section 3.2 will govern and apply to such request.


 


3.5                                 Except as expressly
set forth herein, the C-Data Patents shall not be sold, leased or otherwise
transferred (either through a sale of specific patent rights or a sale of
C-DATA CO.) without the unanimous approval of the Governance Committee. VNI
shall not commence any activities, including licensing or enforcement
activities, with respect to the C-Data Patents (beyond the litigation
identified in Attachment D currently being pursued by VNI, which litigation VNI
shall be free to pursue.)


 


3.6                                 Any costs associated
with the licensing, enforcement, and maintenance of the C-Data Patents will be
the responsibility of C-DATA CO.


 


4.                                      INFRINGEMENT
BY OTHERS:  PROTECTION OF PATENTS.  ARTISOFT shall promptly inform VNI of any
suspected infringement of any C-Data Patent by a third party.  If VNI receives any proceeds from licensing
or enforcement of the C-Data Patents from C-DATA CO., VNI shall (i) pay
ARTISOFT 37.5% of such proceeds, and (ii) Scott Pickett 2.5% of such proceeds,
and (iii) retain 60% of such proceeds. 
VNI shall make each such payment within 30 days after the end of the
calendar quarter in which such proceeds are received.  VNI currently anticipates that C-DATA CO.
shall receive approximately 33% share of gross proceeds from the licensing or
enforcement of the C-Data Patents before paying out any proceeds to VNI;
provided, however, that C-DATA CO. shall not be authorized to retain more than
40% without the written consent of ARTISOFT. 
After deducting the costs and expenses actually incurred related to
prosecuting and maintaining the C-Data Patents and procuring such proceeds,
C-DATA CO shall remit to VNI all remaining proceeds resulting from licensing or
enforcement of the C-Data Patents.  VNI
and C-DATA CO. (as a condition of the C-Data Patent assignment) shall maintain
complete and accurate records of all transactions relating to the licensing and
enforcement of the C-Data Patents, including but not limited to, any amounts
received in connection therewith and the basis for receiving such amounts.  VNI and C-DATA CO. (as a condition of the
C-Data Patent assignment) shall permit ARTISOFT to inspect such records from
time to time upon reasonable prior written notice and to make copies thereof,
for purposes of confirming the accuracy of any payments made to ARTISOFT
hereunder.  VNI shall promptly pay the
amount of any underpayment within 30 days after the size of such underpayment
is determined by the


 


3
















 


parties, and if it is determined that such underpayment is more than
five percent (5%), VNI shall reimburse ARTISOFT for the reasonable expenses
incurred by ARTISOFT to conduct such inspection.


 


5.                                      INVENTIONS.  VNI and ARTISOFT acknowledge that ARTISOFT
may create inventions, trade secrets, improvements, extensions, and/or
modifications, based on the C-Data Patents and that any and all such
inventions, trade secrets, improvements, extensions, and modifications, related
intellectual property rights (including but not limited to any and all rights
that may exist in a specified jurisdiction under patent law, copyright law,
publicity rights law, moral rights law, trade secret law, trademark law, unfair
competition law or other similar protections, whether or not such rights are
registered or perfected), and any patent applications and patents related
thereto, shall be solely owned by ARTISOFT.


 


6.                                      ASSISTANCE
OF ARTISOFT PERSONNEL.   To the
extent C-DATA CO. requires the assistance of any ARTISOFT personnel for the
maintenance, licensing, or enforcement of the C-Data Patents, ARTISOFT will be
compensated by C-DATA CO. on an agreed-to basis.


 


7.                                      NEGATION OF WARRANTIES.


A.                                   VNI represents and warrants to ARTISOFT
at the Effective Date that:


 


(a)                                  VNI is a corporation,
duly organized, validly existing and in good standing under the laws of the
State of California and has all rights and power necessary to execute, deliver
and perform its obligations under this Agreement, including the right to grant
the licenses granted hereunder;


 


(b)                                 the execution,
delivery and performance of this Agreement by VNI (a) has been approved by
any necessary company action and (b) is not contrary to, or in conflict
with, the formation and governance documents of VNI, any material agreement by
which VNI is bound or any applicable law;


 


(c)                                  VNI has received
assignment of all right, title and interest in and to the C-Data Patents from
each employee and consultant of VNI contributing to the invention thereof; and


 


(d)                                 VNI has not assigned
any interest in the C-Data Patents to any third party.


 


B.                                     Except as expressly set forth above in
Section 7A, nothing in this Agreement is or shall be construed as:


 


(a)                                  A warranty or
representation by VNI as to the validity or scope of any C-Data Patent;


 


(b)                                 A warranty or representation
that anything made, used, sold, or otherwise disposed of under any license
granted in this Agreement is or will be free from infringement of patents,
copyrights, and other rights of third parties;


 


4
















 


(c)                                  Granting by
implication, estoppel, or otherwise any licenses or rights under patents or
other rights of VNI or other persons other than C-Data Patents, regardless of
whether such patents or other rights are dominant or subordinate to any C-Data
Patent; or


 


(d)                                 An obligation to
furnish any technology or technological information.


 


C.                                     Except as expressly set forth in this
Agreement, VNI MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED.  THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR THAT LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
TRADEMARK, OR OTHER RIGHTS, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.


 


8.                                      INDEMNITY AND DUTY TO
DEFEND.


 


A.                                   ARTISOFT agrees to indemnify, hold
harmless, and defend VNI, and its officers, employees, shareholders, directors,
successors and agents from and against any and all liability, costs and damages
(including the reasonable fees and expenses of attorneys’ and other
professionals) arising from or relating to any claims for death, illness,
personal injury, property damage, and improper business practices arising out
of the manufacture, use, sale, or other disposition of Licensed Product by
ARTISOFT, or its customers.  VNI shall
promptly notify ARTISOFT of any claim for which it seeks indemnity, and
provided that ARTISOFT agrees to assume all liability relating to such claim,
VNI shall permit ARTISOFT to assume sole control over the defense thereof.  VNI shall, at ARTISOFT’s expense, reasonably
cooperate with ARTISOFT’s defense thereof. 
VNI shall not have any responsibilities or liabilities whatsoever with
respect to any Licensed Products.


 


B.                                     VNI agrees to indemnify, hold harmless,
and defend ARTISOFT and its officers, employees, directors, successors and
agents from and against any and all liability, costs and damages (including the
reasonable fees and expenses of attorneys’ and other professionals) arising
from or relating to a breach of the warranties set forth in Section 7A.
hereto.  ARTISOFT shall promptly notify
VNI of any claim for which it seeks indemnity, and provided that VNI agrees to
assume all liability relating to such claim, ARTISOFT shall permit VNI to assume
sole control over the defense thereof. 
ARTISOFT shall, at VNI’s expense, reasonably cooperate with VNI defense
thereof.


 


C.                                     In the event (i) a complaint is filed
against Artisoft pursuant to Section 3.3, and (ii) C-DATA CO. seeks
enforcement of the C-Data Patents against such Plaintiff pursuant to
Section 3.3, C-DATA CO. will defend ARTISOFT in such litigation against
Plaintiff at no expense to ARTISOFT.


 


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9.                                      CONFIDENTIALITY


 


A.                                   Treatment and
Protection.  Each party hereto agrees
to (a) hold in strict confidence all confidential information which it
received from the other party prior to, or in the course of, this Agreement,
(b) use the confidential information solely to perform or to exercise its
rights under this Agreement, and (c) not to transfer, display, convey or
otherwise disclose or make available all or any part of such confidential
information to any third party.  Each
party shall take all measures necessary to protect against the disclosure or
use of the confidential information as it takes to protect its own proprietary
or confidential information (but in any case no less than reasonable measures).


 


B.                                     No Publicity.  Neither party will issue a press release,
advertisement or public statement concerning the existence of this Agreement,
its contents or the transactions contemplated by it without the express written
consent of the other, provided, however, that either Party may
make any public disclosure it believes in good faith is required by applicable
law, regulation or stock market rule (in which case the disclosing party shall
use reasonable efforts to advise the other party and provide it with a copy of
the proposed disclosure prior to making the disclosure).


 


C.                                     Exclusions.  The term “confidential information” shall not
include information that is:


 


i.                                     in the public domain through no fault of
the receiving party or of any other person or entity that is similarly
contractually or otherwise obligated;


 


ii.                                  obtained independently from a third party
without an obligation of confidentiality to the disclosing party and without
breach of this Agreement; or


 


iii.                               independently developed by the receiving
party without reference to the confidential information of the disclosing
party.


 


D.                                    Disclosures
Required by Law.  The receiving party
may disclose the confidential information of the disclosing party in response
to a valid court order, law, rule, regulation (including any securities
exchange regulation), or other governmental action provided that (a) the
disclosing party is notified in writing prior to disclosure of the information,
and (b) the receiving party assists the disclosing party, at the
disclosing party’s expense, in any attempt by the other to limit or prevent the
disclosure of the confidential information.


 


E.                                      Remedies Upon
Breach.  Each party agrees that the
other party may have no adequate remedy at law if there is a breach or
threatened breach of this Section 9 and, accordingly, that either party
shall be entitled (in addition to any legal or equitable remedies available to
such party) to seek injunctive or other equitable relief to prevent or remedy
such breach.


 


F.                                      Return or
Destruction.  Upon the termination or
expiration of this Agreement or upon the earlier request of the disclosing
party, the receiving party shall (a) at its


 


6
















 


own expense, (i) promptly return to the disclosing party all tangible
confidential information (and all copies thereof) of the disclosing party, or
(ii) upon written request from the disclosing party, destroy such confidential
information and provide the disclosing party with written certification of such
destruction, and (b) cease all further use of the other party’s
confidential information, whether in tangible or intangible form.


 


10.                               MARKING.  In appropriate circumstances, ARTISOFT agrees
to mark Licensed Product (or their containers or labels) made, sold, or
otherwise disposed of by it under the license granted in this agreement with
the numbers of the applicable C-Data Patent(s).


 


11.                               LIABILITY
LIMITATION.  Except with regard
to claims under Section 9 (Confidentiality), and 8 (Indemnity and Duty to
Defend)  neither party shall be liable for any
indirect, special, consequential or other damages whatsoever, whether grounded
in tort (including negligence), strict liability, contract, or otherwise.


 


12.                               TERM
AND TERMINATION.


 


12.1                           Unless otherwise terminated
as set forth herein, this Agreement shall commence on the Closing Date, as such
term is defined in that certain Asset Purchase Agreement, dated of even date
herewith, between ARTISOFT and VNI (the “Effective Date”) and terminate upon
the last to expire of the C-Data Patents (the “Term”.)


 


12.2                           ARTISOFT may terminate this
Agreement by giving VNI notice in writing at least thirty (30) days in advance
of the effective date of termination selected by ARTISOFT.


 


12.3                           Either party may terminate
this Agreement if the other party is in material breach of any provision
hereof; and the breaching party fails to remedy any such breach within thirty
(30) days after receipt of written notice thereof.


 


12.4                           Surviving any termination or
expiration are:


 


(a)                                  Any cause of action
or claim of ARTISOFT or VNI, accrued or to accrue, because of any breach or
default by the other party; and


 


(b)                                 Sections 7-9 and
11-24.


 


13.                               ASSIGNMENT. 
This Agreement shall be binding upon, and shall inure to the benefit of,
the permitted successors and assigns of each party hereto.  This Agreement may be assigned or transferred
by ARTISOFT without the prior written consent of VNI to any third party except
to a party (or its Affiliates) that is listed on Exhibit B or a party that (i)
has not been established by the Effective Date, or (ii) has not released
commercially available products by the Effective Date that could infringe the
C-Data Licensed Patents hereto (to which no transfer or assignment may occur
without the express prior written consent of VNI).  Notwithstanding the foregoing, VNI’s consent
shall not be required for any transfer by Artisoft of its entire interest in
and to this Agreement if made to a third party in connection with a sale of
substantially all of the business of Artisoft to such third party. Subject to
the condition set forth in Section 3.1 above, VNI will transfer and assign
the C-Data Patents to C-DATA CO. provided that VNI shall notify


 


7
















 


ARTISOFT of any such
assignment or transfer, and provided further that C-DATA CO. shall take such
assignment or transfer subject both to the licenses granted and to C-DATA CO.’s
and VNI’s obligations to ARTISOFT hereunder, and shall send ARTISOFT a written
acknowledgement such obligations at the time of such assignment.  The C-Data Patents may not be assigned or
otherwise transferred to any other party without ARTISOFT’s consent and,
further, may only be assigned or otherwise transferred subject to all
obligations of C-DATA CO. and VNI under this Agreement.  VNI may transfer and assign this Agreement or
any of its rights to receive payment hereunder to any successor entity or to
its shareholders without consent, provided that such successor(s) shall assume
this Agreement subject to all of the obligations set forth herein.  For the avoidance of doubt, ARTISOFT may
elect by notice to VNI to be deemed an intended third party beneficiary of any
such assignment or transfer.  Any
transfer or assignment in violation of this provision shall be void and of no
effect.


 


14.                               NOTICES.  All notices under this Agreement shall be
deemed to have been fully given when done in writing and addressed as follows:


 


All general
notices to ARTISOFT should be sent to:


 


ARTISOFT, Inc.


5 Cambridge Center


Cambridge, MA 02142


Attention:  Chief Executive
Officer


 


All general
notices to VNI should be e-mailed or mailed to:


 


VERTICAL NETWORKS, INC.


1148 East Arques Avenue


Sunnyvale, CA  94085


Attention: Chief Executive Officer


 


Either party may
change its address upon written notice to the other party.


 


15.                               WAIVER.  None of the terms of this Agreement can be
waived except by the written consent of the party waiving compliance.


 


16.                               INDEPENDENT
CONTRACTOR.  Nothing in this
Agreement is intended or shall be construed to create or establish any agency,
partnership or joint venture relationship between the parties.  The parties expressly disclaim such
relationship, agree that they are acting solely as independent contractors
hereunder and agree that the parties have no fiduciary duty to one another or
any other special or implied duties that are not expressly stated herein.  VNI has no authority to act as agent for, or
to incur any obligations on behalf of or in the name of, ARTISOFT.


 


17.                               COMPLIANCE WITH LAW.  Each party agrees to comply with all federal,
state and local laws and regulations applicable to this Agreement.  Each party represents and warrants that it is
qualified to do business in the geographies in which it will perform its
obligations under this


 


8
















 


Agreement, and will obtain all necessary licenses and permits, and
satisfy any other legal, regulatory, and administrative requirements, necessary
to its performance hereunder


 


18.                               FORCE
MAJEURE.  Neither party shall be
liable for delay or failure in its performance hereunder to the extent that
such delay or failure is caused by an act of God, war, natural disaster,
strike, lockout, labor dispute, work stoppage, fire, third-party criminal act,
quarantine restriction or act of government, or any other event beyond the
reasonable control of that party (an “Excusable Delay”).  In the event an Excusable Delay continues for
30 days or longer, the other party shall have the right, at its option, to
immediately terminate this Agreement by giving the party whose performance has
failed or been delayed by the Excusable Delay written notice of such election
to terminate.


 


19.                               SEVERABILITY.  If any one or more of the provisions of this
Agreement, or the application thereof in any circumstance, is held to be
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision(s) in every other respect and
the remaining provisions of this Agreement shall be unimpaired, and this
Agreement shall continue in full force and effect, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of
the remaining provisions hereof.


 


20.                               WAIVER.  The failure of either party to insist upon
strict performance or to seek remedy for breach of any term or condition of
this Agreement, or to exercise any right, remedy or election set forth herein
or permitted by law or equity, shall not constitute nor be construed as a
waiver or relinquishment in the future of such term, condition, right, remedy
or election.  Any consent, waiver or
approval by either party of any act or matter shall only be effective if made
in writing and signed by an officer of the consenting, waiving or approving
party.


 


21.                               ENTIRE
AGREEMENT; AMENDMENT.  This
Agreement and any Exhibits and Attachments hereto constitute the entire
agreement between the parties with respect to the subject matter and supersede
any prior or contemporaneous agreement or understanding, whether written or
oral, if any, between the parties.  This
Agreement is the result of both parties’ review, discussion and negotiation;
therefore, any uncertainties or ambiguities will not be interpreted against a
party by virtue of its actual role in preparing this Agreement.  This Agreement may be modified only by a
further written agreement signed by both parties.


 


22.                               COUNTERPARTS;
EXECUTION.  This Agreement may be
executed in any number of counterparts, each of which shall be an original, and
such counterparts together shall constitute one and the same instrument.  Execution may be effected by delivery of
facsimiles of signature pages (and the parties shall follow such delivery by
prompt delivery of originals of such pages).


 


23.                               APPLICABLE
LAW.  This Agreement shall be
governed by the laws of the State of California applicable to agreements
negotiated, executed, and performed wholly within California.


 


24.                               HEADINGS.  The headings appearing in this Agreement are
inserted for convenience only and shall not be used to define, limit or enlarge
the scope of this Agreement or any of the obligations herein


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement in duplicate originals
by their duly authorized officers or representatives.


 


	
   

  	
  VERTICAL
  NETWORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  	
  /s/
  Douglas Sinclair

  	
   

  
	
   

  	
  Name

  	
  Douglas
  Sinclair

  	
   

  
	
   

  	
  Title

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
  Date

  	
  September 28,
  2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTISOFT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  	
  /s/
  Duncan G. Perry

  	
   

  
	
   

  	
  Name

  	
  Duncan
  G. Perry

  	
   

  
	
   

  	
  Title

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
  Date

  	
  September 28,
  2004

  	
   

  
												



 


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ATTACHMENT A

TO AGREEMENT BETWEEN VNI AND ARTISOFT


EFFECTIVE SEPTEMBER 28, 2004


 


LISTING OF C-DATA PATENTS


 


Vertical Networks Patents


 


	
  Docket No.

  	
   

  	
  Serial No.

  	
   

  	
  Filing Date

  	
   

  	
  Title

  	
   

  	
  Status

  
	
  VNI-001

  	
   

  	
  09/055,072

  	
   

  	
  04/03/98

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES

  	
   

  	
  Issued - USP 6,181,694, 1/30/01

  
	
  VNI-001B

  	
   

  	
  09/751,948

  	
   

  	
  12/28/00

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES

  	
   

  	
  Issued - USP 6,292,482, 9/18/01

  
	
  VNI-001C

  	
   

  	
  09/951,283

  	
   

  	
  09/13/01

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES

  	
   

  	
  Issued - USP 6,389,009, 
  5/14/02

  
	
  VNI-010

  	
   

  	
  09/161,550

  	
   

  	
  09/29/98

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME

  	
   

  	
  Issued - USP 6,208,658, 3/27/01

  
	
  VNI-011

  	
   

  	
  09/163,596

  	
   

  	
  09/29/98

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME

  	
   

  	
  Issued - USP 6,343,074, 1/29/02

  
	
  VNI-012

  	
   

  	
  09/167,408

  	
   

  	
  10/06/98

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME

  	
   

  	
  Issued - USP 6,154,465, 11/28/00

  



 


11
















 


	
  VNI-012A

  	
   

  	
  09/418,424

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME(TELEPHONE
  INDICATOR FOR EMAIL)

  	
   

  	
  Issued - 6,396,849, 5/28/02

  
	
  VNI-012C

  	
   

  	
  09/418,639

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME 
  (DSP TAPPING METHOD)

  	
   

  	
  Issued - USP 6,266,341, 7/24/01

  
	
  VNI-012D

  	
   

  	
  09/419,385

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME  (DSP TAPPING APPARATUS)

  	
   

  	
  Issued - USP 6,385,194, 5/7/02

  
	
  VNI-012E

  	
   

  	
  09/419,390

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME(VOICEMAIL
  BROADCASTING)

  	
   

  	
  Issued - USP 6,529,502, 3/4/03

  
	
  VNI-012F

  	
   

  	
  09/418,960

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME  (BLOCK T-1 CHANNEL CONFIGURATION)

  	
   

  	
  Issued - USP 6,445,682, 9/3/02

  
	
  VNI-012J

  	
   

  	
  09/433,809

  	
   

  	
  11/03/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME (VOICE/VIDEO/DATA
  OVER COMMON T-1)

  	
   

  	
  Issued - USP 6,356,554, 3/12/02

  



 


12
















 


	
  VNI-012K

  	
   

  	
  09/419,384

  	
   

  	
  10/15/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME(USER
  ASSIGNMENT OF PHYSICAL TELEPHONE)

  	
   

  	
  Issued - USP 6,560,222, 5/6/03

  
	
  VNI-012L

  	
   

  	
  09/433,914

  	
   

  	
  11/03/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME (VERTICAL
  BUS & ISA/PCI BUS ARRANGEMENT)

  	
   

  	
  Issued - USP 6,400,711, 6/4/02

  
	
  VNI-012M

  	
   

  	
  09/433,637

  	
   

  	
  11/03/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME (SUBSCRIBER
  DIRECTORY DOWNLOAD)

  	
   

  	
  Issued - USP 6,289,025, 9/11/01

  
	
  VNI-012N

  	
   

  	
  09/433,651

  	
   

  	
  11/03/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING
  TELEPHONY AND DATA FUNCTIONS USING THE SAME

  	
   

  	
  Issued - USP 6,298,045, 10/2/01

  
	
  VNI-013

  	
   

  	
  09/283,101

  	
   

  	
  05/01/00

  	
   

  	
  SYSTEMS AND METHOD FOR MULTIPLE VOICE AND DATA COMMUNICATIONS WHICH
  INCLUDES INTERFACE CARDS INCLUDING CONFIGURABLE CLOCKS THAT ARE DYNAMICALLY
  COUPLED TO A TDM BUS

  	
   

  	
  Issued - USP 6,266,340, 7/24/01

  
	
  VNI-015

  	
   

  	
  09/368,460

  	
   

  	
  08/04/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR IMPLEMENTING
  LANGUAGE CAPABILITIES USING THE SAME

  	
   

  	
  Issued - USP 6,366,578, 4/2/02

  
	
  VNI-018

  	
   

  	
  09/849,326

  	
   

  	
  05/04/01

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR IMPLEMENTING
  LANGUAGE CAPABILITIES USING THE SAME

  	
   

  	
  Issued, USP 6,498,791, 12/24/02

  



 


13
















 


	
  VNI-016

  	
   

  	
  09/369,038

  	
   

  	
  08/04/99

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES AND METHODS FOR IMPLEMENTING
  LANGUAGE CAPABILITIES USING THE SAME

  	
   

  	
  6,633,848 10/14/03

  
	
   

  	
   

  	
  10/143,309

  	
   

  	
  05/10/02

  	
   

  	
  SYSTEMS AND METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS
  USING INTELLIGENTLY BRIDGED TDM AND PACKET BUSES

  	
   

  	
  6,744,758 6/1/04

  



 


Vertical Networks Patents Pending


 


	
  VNI-001D

  	
   

  	
  10/143,309

  	
   

  	
  05/10/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS USING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES

  
	
  VNI-001E

  	
   

  	
  10/325,346

  	
   

  	
  12/19/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS USING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES

  
	
  VNI-005.CIP

  	
   

  	
  09/843,642

  	
   

  	
  04/25/01

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS HAVING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES, AND TELEPHONY STATION CARDS INCLUDING  VOLTAGE GENERATORS

  
	
  VNI-012I

  	
   

  	
  10/325,763

  	
   

  	
  12/18/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS USING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES AND METHODS FOR PERFORMING TELEPHONY AND DATA
  FUNCTIONS USING THE SAME (TELECONFERENCING)

  
	
  VNI-016B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS USING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES AND METHODS FOR IMPLEMENTING LANGUAGE
  CAPABILITIES USING THE SAME

  
	
  VNI-017

  	
   

  	
  09/680,634

  	
   

  	
  10/06/00

  	
   

  	
  SYSTEMS AND
  METHODS FOR PROVIDING VOICE/DATA COMMUNICATION SYSTEMS AND VOICE/DATA
  COMMUNICATIONS (PORTAL/PROVISIONING
  SERVICE)

  



 


14
















 


	
  VNI-018A

  	
   

  	
  10/326,718

  	
   

  	
  12/18/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR MULTIPLE MODE VOICE AND DATA COMMUNICATIONS USING INTELLIGENTLY
  BRIDGED TDM AND PACKET BUSES AND METHODS FOR IMPLEMENTING LANGUAGE
  CAPABILITIES USING THE SAME

  
	
  VNI-019

  	
   

  	
  10/188,260

  	
   

  	
  07/01/02

  	
   

  	
  METHOD AND
  APPARATUS FOR CONTROLLING TELEPHONE CALLS USING A COMPUTER CALL ASSISTANT

  
	
  VNI-020

  	
   

  	
  10/187,861

  	
   

  	
  07/01/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR VOICE AND DATA COMMUNICATIONS INCLUDING A NETWORK DROP AND INSERT
  INTERFACE FOR AN EXTERNAL DATA ROUTING RESOURCE

  
	
  VNI-021

  	
   

  	
  10/188,244

  	
   

  	
  07/01/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR VOICE AND DATA COMMUNICATIONS INCLUDING A SCALABLE TDM
  SWITCH/MULTIPLEXER

  
	
  VNI-022

  	
   

  	
  10/188,002

  	
   

  	
  07/01/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR VOICE AND DATA COMMUNICATIONS INCLUDING HYBRID KEY SYSTEM/PBX
  FUNCTIONALITY

  
	
  VNI-023

  	
   

  	
  10/324,592

  	
   

  	
  12/19/02

  	
   

  	
  SYSTEMS AND
  METHODS FOR IMPROVED MULTISITE MANAGEMENT OF CONVERGED COMMUNICATION SYSTEMS
  AND COMPUTER SYSTEMS

  
	
  VNI-024

  	
   

  	
   

  	
   

  	
  08/09/04

  	
   

  	
  SYSTEMS AND METHODS
  FOR IMPROVED  MULTISITE MANAGEMENT AND
  REPORTING OF CONVERGED COMMUNICATION SYSTEMS AND COMPUTER SYSTEMS

  



 


15
















 


ATTACHMENT B


 


LIST


 


@Comm


3Com


3M


Acme


Addtron Technology


Adtran


Agere Systems


Alcatel


Allied Telesyn


AMD


Anta Systems


Arlotto


Asante


Asterisk


Avaya


Avici Systems Inc


BBS Telecom


Belkin


BizFon


Black Box


Broadcom


Brooktrout


C3


Centrepoint Technologies


CNet


Comdial


Compex


Comverse Technology


Conexant


Convergent Networks


Coppercom


 


Dell


D-Link Systems


Dialexia


Enterasys Networks


Ericsson


Excel


Flexion/Four Tiers


Fujitsu


Genesys/Alcatel


GigaFast


Hawking Technologies


Hitachi


HP


Huawei


IndTeleSoft


Indyme


Intertex/Intergate


Interactive Intelligence


Intercall Systems’


 


16
















 


Inter-Tel


Intervoice


Ishoni Networks


Iwatsu


 


Jasomi Networks


Kingston


LG Electronics


 


Marconi


MacroVoice Networks


MCK Communications


Mediatrix


Metrobility Optical Systems


MiLan Technology


Mitel


Motorola


Multi-Tech Systems


 


NEC


Netgear


Netopia


NewPort


Nortel


Norvergence


NMS Communications


Occam Networks


Oki


Panasonic


Performance Technologies


PMC Sierra


Protec Microsystems


Proxim


Quintum Technologies


RadVision


Royal Philips Electronics


Samsleipner


Samsung


Santera


Sentito


 


Shoreline


Siemens


SMC


Snom


SOHOware


Sylantro


SymantecSyndeo


 


Tandberg


Telindus


Tellabs


TelradTMC Corporation


Trendware International


US Robotics


Versatel Networks


 


17
















 


Vina Technologies


Vocaldata


Vocalocity


Vocomo


Vodavi


Welltech


 


Westell


Zultys


 


Product lines of companies not specifically listed that are not IP-PBX
type products


 


18