Intellectual Property Assignment and License Agreement - Pageflex



 Exhibit 10.2 
 INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT 
 This Intellectual
Property Assignment and License Agreement (hereinafter referred to as the “IPAL Agreement”) is dated as of November 10, 2011 (hereinafter referred to as the “Effective Date”) and is between: Bitstream Inc., a
Delaware corporation (hereinafter referred to as “Transferor”) and Marlborough Software Development Holdings Inc. (hereinafter referred to as “Marlborough”), a Delaware corporation (together with Transferor, the
“Parties”, each a “Party”). 
 WITNESSETH: 

WHEREAS, Marlborough desires to receive certain rights in intellectual property owned by Transferor related to Transferor’s
automated marketing communication and print production technologies business, which is commonly known as Pageflex (“Pageflex”); 
 WHEREAS, Transferor desires to grant certain rights in intellectual property to Marlborough in furtherance of the consummation of the transactions contemplated by this IPAL Agreement; and 

NOW, THEREFORE, in consideration of the matters recited above, and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, Transferor and Marlborough, intending to be legally bound by this IPAL Agreement, hereby agree as follows: 

ARTICLE 1 

DEFINITIONS 
 1.1 Assigned Content. “Assigned Content” means all content identified in Schedule A, attached hereto as part of this IPAL Agreement. 

1.2 Assigned Domain Names. “Assigned Domain Names” means the internet domain names identified in Schedule B,
attached hereto as part of this IPAL Agreement. 
 1.3 Assigned Patents. “Assigned Patents” means all Patents
identified in Schedule C, attached hereto as part of this IPAL Agreement, including any Foreign Counterparts. 
 1.4
Assigned Software. “Assigned Software” means all software identified in Schedule D, attached hereto as part of this IPAL Agreement, including, without limitation, such software’s source code. 

1.5 Assigned Trademarks and Tradenames. “Assigned Trademarks and Tradenames” means all Trademarks and Tradenames
identified in Schedule E, attached hereto as part of this IPAL Agreement, including any Foreign Counterparts. 

  
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 1.6 Browser Products. “Browser Products” means executables for installation
on a device used to retrieve, manipulate, traverse and/or display items from a web server for an end user. 
 1.7 Change of
Control. “Change of Control” means with respect to an entity any transaction or series of related transactions involving: (i) the sale, transfer, or other disposition of all or substantially all of the assets or business of such
entity; (ii) any merger or consolidation of such entity into or with another person or entity (other than a merger or consolidation effected exclusively to change such entity’s domicile), or any other corporate reorganization, in which the
stockholders of such entity in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of such entity’s (or the surviving or successor entity’s) outstanding voting power
immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of such entity of shares representing at least a majority of such entity’s then-total outstanding combined voting
power. “Change of Control” shall also include any transfer of assets by an entity to a Subsidiary made in connection with a transaction that would constitute a change of control of such Subsidiary as defined by the preceding sentence.

 1.8 Derivative Licensed Software. “Derivative Licensed Software” means derivative works produced from
Licensed Software by Marlborough or its Subsidiaries. 
 1.9 Font Business. “Font Business” means development,
production, sales and marketing of various assortments of type in all sizes and styles and associated font rendering software, excluding uses in Browser Products. 
 1.10 Fonts. The “Fonts” means the software identified as a “Font” on Schedule F, attached hereto as part of this IPAL Agreement. 

1.11 Foreign Counterparts. “Foreign Counterparts” of a Patent, Trademark or Tradename means any other Patent, Trademark,
or Tradename that is or may be filed in another national or international jurisdiction that claims the priority of the filing date of the Patent, Trademark, or Tradename in question. 

1.12 Licensed Software. “Licensed Software” means all software identified in Schedule F. 

1.13 Patent or Patents. “Patent or Patents” means any patent owned by the Transferor, including U.S. and Foreign
Counterparts, reissues, reexaminations, and registrations; and pending U.S. and foreign patent applications, provisional applications, divisional applications, continuation and continuation-in-part applications, and applications for reissue,
reexamination, and registration, that are the subject of this IPAL Agreement. 
 1.14 Subsidiary. “Subsidiary”
means any legal entity (a) the majority of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter controlled by a Party either directly or


  
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indirectly, or (b) which does not have outstanding shares or securities but the majority of whose ownership interest representing the right to manage such legal entity is now or hereafter
owned and controlled by a Party either directly or indirectly. 
 1.15 Term. “Term” means the period beginning
on the Effective Date and ending on the date on which the last of the intellectual property rights licensed under this IPAL Agreement terminate. 
 1.16 Trademark and Tradename. “Trademark and Tradename” means any trademark or tradename or pending trademark or tradename application owned by the Transferor, including U.S. and foreign
trademarks and tradenames, that are the subject of this IPAL Agreement. 
 ARTICLE 2 

ASSIGNMENT 
 2.1 Assignment. For good and valuable consideration recited in that certain Contribution Agreement between the Transferor and Marlborough executed contemporaneously herewith (the
“Contribution Agreement”), Transferor hereby assigns and transfers to Marlborough, and Marlborough hereby accepts: 
 (a) Transferor’s entire right, title, interest, and benefit, including the right to bring action(s) and collect damages for any past infringements, in and to the Assigned Patents; 

(b) Transferor’s entire right, title, interest, and benefit, including associated goodwill, and the right to bring action(s) and
collect damages for any past infringements, in and to the Assigned Trademarks and Tradenames; and 
 (c) Transferor’s
entire right, title, interest, and benefit, including associated goodwill, and the right to bring action(s) and collect damages for any past infringements, in and to the Assigned Software, the Assigned Domain Names and the Assigned Content.

 2.2 Recordation. Marlborough shall be responsible, at its expense, for the preparation, legalization and recording of
any documents and the obtaining of any third party or governmental approvals or consents not required to be obtained by Transferor under this IPAL Agreement, which may be necessary to effect and record the assignment of the Assigned Content,
Assigned Patents, Assigned Software, Assigned Domain Names and Assigned Trademarks and Tradenames. 
 2.3 Assistance in
Perfecting Rights. As of the Effective Date, Marlborough shall be solely responsible for monitoring and directing the prosecution and maintenance of all Assigned Patents and Assigned Trademarks and Tradenames. Whenever reasonably and timely
requested by Marlborough, Transferor shall promptly execute or cause to be executed and shall deliver to Marlborough or its 

  
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representatives any documents necessary for recording Marlborough’s ownership of each of the Assigned Content, Assigned Patents, Assigned Software, Assigned Domain Names and Assigned
Trademarks and Tradenames. Marlborough shall have the responsibility for the preparation and filing of any such documents, and all costs associated therewith. 
 2.4 Case Files. Within sixty (60) days after the Effective Date, Transferor shall ship to Marlborough the complete case files for all Assigned Patents and Assigned Trademarks and Tradenames.
Transferor shall have the sole responsibility for selecting the mode of shipment and will bear all costs and expenses in connection with the shipment of the case files to Marlborough. 

2.5 IP Address Right of First Refusal. If after the second anniversary of the Effective Date, Transferor does not have a device
using any of the Internet Protocol address assigned to Transferor within the range of 192.5.106.0 through 192.5.106.255 (the “IP Address Range”) as of Effective Date, then Marlborough shall have the right of first refusal for any offer of
sale made by Transferor to a third-party with respect to the IP Address Range. Any such offer anticipated to be made by Transferor to a third party with respect to the IP Address Range shall communicated, thirty (30) days prior to a third-party
offer, to Marlborough and this communication will be deemed to be an offer to sell the IP Address Range to Marlborough on substantially similar terms that would be offered to such third party. Marlborough is not obligated to accept any offer to sell
pursuant to this Section. 
 ARTICLE 3 
 LICENSE GRANTS 
 3.1 License Grants to Marlborough. Transferor
hereby grants to Marlborough and its Subsidiaries: 
 (a) a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and
paid-up license to reproduce, prepare derivative works of, and distribute TrueDoc in connection with Pageflex products; 
 (b) a
worldwide, non-exclusive, irrevocable, perpetual, royalty-free and paid-up license to distribute the Fonts solely to Pageflex end users, for the sole purpose of rendering demonstration materials provided with Pageflex products and not for print
production purposes; 
 3.2 License Grants to Transferor. Marlborough and its Subsidiaries hereby grant to Transferor a
worldwide, non-exclusive, irrevocable, perpetual, royalty-free, and paid-up license to reproduce and distribute any Derivative Licensed Software, and to prepare and distribute derivative works of the Derivative Licensed Software in the field of use
of the Font Business. 
 3.3 Assignability of Licenses. The licenses granted to Marlborough under this ARTICLE 3 of this
IPAL Agreement shall be assignable by Marlborough only as 

  
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part of a Change of Control of Marlborough to an acquirer or a successor-in-interest that is not engaged in the Font Business. 

3.4 Delivery of Derivative Licensed Software. Upon Transferor’s reasonable request, Marlborough shall identify and/or deliver
commercially-available electronic copies of the Derivative Licensed Software, if any, to Transferor in both source code and executable forms in accordance with this IPAL Agreement and the licenses granted hereunder. Marlborough has no obligation
under this IPAL Agreement to create or produce any Derivative Licensed Software. 
 3.5 Transferor’s Obligations as to
Licensed Software. On the Effective Date, Transferor shall provide the source code and executable forms of the version of the Licensed Software that is commercially available at such time to Marlborough. Transferor is not obligated to provide
Marlborough with any improvements to, derivative works of, or updates to the Licensed Software after the Effective Date. 

ARTICLE 4 

REPRESENTATIONS; DISCLAIMER; INFRINGEMENT 
 4.1 No Warranty - Patents, Trademarks and Tradenames. Except as set forth herein, Transferor makes no express or implied warranty or representation with respect to the Patents or Trademarks and
Tradenames, including without limitation any warranty or representation regarding the scope, validity and enforceability of the Patents or Trademarks and Tradenames, or the usefulness, merchantability, functional effectiveness, safety, performance
or fitness for any particular use of any products resulting from intellectual property assigned or licensed hereunder, or that the exercise of rights pursuant to the Patents or Trademarks and Tradenames will not infringe upon the patents or other
rights of another, unless represented otherwise in this IPAL Agreement. 
 4.2 No Warranty - Licenses. Transferor and
Marlborough make no express or implied warranty or representation with respect to the licenses granted hereunder including, without limitation, any warranty or representation regarding the scope, validity and enforceability of any rights to the
Licensed Software, or the usefulness, merchantability, functional effectiveness, safety, performance or fitness for any particular use of any products resulting from intellectual property assigned or licensed hereunder. 

4.3 Liability - Transferor. In no event shall Transferor be liable for any incidental, indirect, special or consequential damages
suffered or incurred in connection with the assignments or licenses granted hereunder. Except as otherwise provided in this IPAL Agreement, no representation or warranty is made by Transferor that any products resulting from intellectual property
assigned or licensed hereunder or manufactured, used, sold or otherwise disposed of by Marlborough under this IPAL Agreement will not infringe patents owned or controlled by any third party, and Transferor shall not be liable, either directly or
indirectly or as an indemnitor of Marlborough, as a consequence of any infringement of any such third party patents. 

  
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 4.4 Liability - Marlborough. In no event shall Marlborough be liable for any
incidental, indirect, special or consequential damages suffered or incurred in connection with the assignments or licenses granted hereunder. Except as otherwise provided in this IPAL Agreement, no representation or warranty is made by Marlborough
that any products resulting from intellectual property assigned or licensed hereunder or manufactured, used, sold or otherwise disposed of by Transferor under this IPAL Agreement will not infringe patents owned or controlled by any third party, and
Marlborough shall not be liable, either directly or indirectly or as an indemnitor of Transferor, as a consequence of any infringement of any such third party patents. 
 4.5 Marlborough Representations. Marlborough represents and warrants: (a) that it has the full power and authority to enter into this IPAL Agreement; and (b) that to the best of its
knowledge, information and belief Marlborough has not and will not intentionally and knowingly enter into any agreement with another party which is inconsistent or in derogation or conflict with this IPAL Agreement in any respect, whether written or
oral. Except for the foregoing, Marlborough makes no other representation or warranties. Marlborough agrees to indemnify and hold harmless Transferor against and from any and all claims, suits, damages, costs and expenses (including reasonable
attorney fees) based upon or resulting from any claim by any other person, firm, corporation or other entity arising out of the breach by Marlborough of any of the foregoing warranties and representations recited in this Section 4.5;
provided that Marlborough shall be provided notice of such claim or suit, that Transferor shall have sole authority to defend or settle any third party claim or suit, and Marlborough shall fully cooperate with Transferor in the defense or settlement
of such third party claim or suit. The foregoing representations and warranties shall survive the termination of this IPAL Agreement. 
 4.6 Transferor Representations. Transferor represents and warrants (a) that it has the full power and authority to enter into this IPAL Agreement; and (b) that to the best of its
knowledge, information and belief, Transferor has not and will not intentionally and knowingly enter into any agreement with another party which is inconsistent or in derogation or conflict with this IPAL Agreement in any respect, whether written or
oral. Except for the foregoing, Transferor makes no other representation or warranties. Transferor agrees to indemnify and hold harmless Marlborough against and from any and all claims, suits, damages, costs and expenses (including reasonable
attorney fees) based upon or resulting from any claim by any other person, firm, corporation or other entity arising out of the breach by Transferor of any of the foregoing warranties and representations as recited in this Section 4.6;
provided that Transferor shall be provided notice of such claim or suit, that Marlborough shall have sole authority to defend or settle any third party claim or suit, and Transferor shall fully cooperate with Marlborough in the defense or settlement
of such third party claim or suit. The foregoing representations and warranties shall survive the termination of this IPAL Agreement. 

  
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 ARTICLE 5 
 TERMINATION/SURVIVAL 
 5.1 Termination. This IPAL Agreement will
automatically and immediately terminate upon expiration of the Term. 
 5.2 Survival of Licenses. In the event that a
Party to this IPAL Agreement attempts to assign this IPAL Agreement in a manner not permitted hereunder, the licenses granted to such Party in this IPAL Agreement shall immediately terminate, but the licenses granted by such Party to the other Party
hereunder shall not terminate and shall remain in full force and effect. 
 5.3 Provision Survival Upon Termination. The
provisions of ARTICLES 5, 7 and 11 shall survive any expiration or termination of this IPAL Agreement. 
 ARTICLE 6

 DISPUTE RESOLUTION 
 6.1 Dispute Settlement/Arbitration. Except as provided herein, no civil action with respect to any dispute, claim, or controversy arising out of or relating to this IPAL Agreement may be commenced
unless the Parties have first attempted in good faith to resolve such dispute, claim, or controversy as provided in this Section 6.1. Either Party, its successors or assigns may initiate the mediation process by providing written notice
in letter form to the other Party (hereinafter, “Dispute Notice”). The Dispute Notice shall (i) signal the formal commencement of this dispute resolution provision and the dates, deadlines, and time frames set forth herein;
(ii) make specific reference to this Section 6.1; and (iii) set forth the subject of the dispute and the specific relief requested. The recipient of such notice will respond in writing within five (5) days with a statement
of its position and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then each Party shall designate one or more representatives having full settlement authority to meet at a mutually agreeable
time and place within twenty (20) days of the Dispute Notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute. If the dispute is not resolved within five (5) days of the commencement of such
meeting, unless otherwise mutually extended, each Party shall have the right to institute legal action, provided however, that if each Party agrees, the Parties may proceed to non-binding mediation with a mediator to be chosen through the American
Arbitration Association and with mediation to occur in Boston, Massachusetts. Each Party will bear its own costs relevant to the mediation process. All offers, promises, conduct, and statements, whether oral or written, made in the course of the
mediation process by either of the Parties, their agents, employees, experts, or attorneys, are confidential, privileged, and inadmissible for any purposes, including impeachment, in any litigation or other proceeding involving the Parties, and
shall be treated as compromise and settlement for the purposes of Federal and State evidentiary rules, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use
in any mediation. 

  
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Each of the Parties shall bear its own expenses in any mediation or litigation, except that the prevailing Party, after taking into account offers of settlement, shall be entitled, as determined
by the finder of fact, to reimbursement from the other Party for its reasonable attorney fees. 
 ARTICLE 7 

PATENT MARKING 
 7.1 Product Marking. With respect to any products subject to the provisions of this IPAL Agreement, Transferor and Marlborough agree to observe the requirements relating to patent, trademark and
tradename marking of the kind specified in the applicable statutes of any country where said products are used, sold, or otherwise disposed of. 
 ARTICLE 8 
 NOTICE 

8.1 Notices. Any notice or other communication required or permitted by this IPAL Agreement or by law to be served on or given to
either Party hereto by the other Party shall be in writing and personally delivered, sent by electronic mail or sent by overnight delivery service or by registered or certified mail, postage prepaid, and addressed as follows: 

If to Transferor: 
 Bitstream Inc. 
 c/o Monotype Imaging Holdings Inc. 

500 Unicorn Park Drive 
 Woburn, MA 01801 
 Attention: Chief Executive Officer 

Facsimile No.: (781) 970-6001 
 with a copy to: 
 Goodwin Procter LLP 

Exchange Place 

53 State Street 

Boston, MA 02109 
 Attention: John Mutkoski 

                 James Matarese 

Facsimile No.: (617) 523-1231 
 If to Marlborough: 

  
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 Marlborough Software Development Holdings Inc. 

500 Nickerson Rd. 
 Marlborough, MA 01752 
 Attention: Chief Executive Officer 

Facsimile No.: (617) 868-0784 
 with a copy to: 
 Seyfarth Shaw LLP 

World Trade Center East 
 Two Seaport Lane 
 Boston, MA 02210-2028 

Attention: Gregory L. White 
                  Blake Hornick 
 Facsimile No.: (617) 790-6730 
 8.2 Address Changes. Either Party may,
by written notice to the other Party, change the address to which notices or reports shall be given. 
 8.3 Notice
Delivery. All notices or other communications shall be deemed duly served and given on the date when personally delivered to the Party to receive notice, when transmitted by electronic mail, or when deposited in the United States mail, first
class, postage prepaid, and addressed to the Party at the address in Section 8.1. 
 ARTICLE 9 

ASSIGNMENT OF AGREEMENT 
 9.1 Assignment. Except as set forth in Sections 3.3, neither this IPAL Agreement nor any right, license, or obligation granted or provided for hereunder, unless expressly provided for herein, may
be assigned to any third party by either Party without the other Party’s prior written consent, except either Party may assign this IPAL Agreement (i) to a wholly owned Subsidiary; (ii) as part of the sale or transfer of substantially
all of the Party’s business and assets; or (iii) as part of the sale or transfer of substantially all of the business and assets of a Subsidiary, which may include a transfer of some or all of the stock in a Subsidiary to a third party.
This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. 
 ARTICLE 10 
 PROTECTION OF PROPRIETARY INFORMATION 

10.1 Use and Non-disclosure. In fulfilling the purposes of this IPAL Agreement, as well as the future business relationship of the
Parties, each Party will 

  
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take reasonable care to safeguard the confidential nature of, and to protect from the unauthorized disclosure or use, of any proprietary information received from the other Party, including, but
not limited to: product information, product costs, units manufactured or sold, information pertaining to dispute settlements under this IPAL Agreement, and technical and business information relating to the Assigned Software, Assigned Patents and
Assigned Trademarks and Tradenames (hereinafter referred to as “Proprietary Information”). Subject to the provisions of Section 11.2, the Parties will hold in confidence, and will not disclose or communicate or permit to
be disclosed or communicated to any person, any Proprietary Information of the other Party. Proprietary Information, however, does not include any information that either Party can demonstrate that: (a) is now or subsequently becomes generally
available or known to the public through no fault of the other Party; (b) was known or in the possession of the other Party prior to disclosure thereof to the receiving Party by disclosing Party; (c) is or was independently developed by a
Party without the use of any Proprietary Information; (d) the receiving Party rightfully obtained the Proprietary Information from a third party who has the right to transfer or disclose the information; or (e) the receiving Party is
required to disclose or produce pursuant to an order of a court of competent jurisdiction; provided the receiving Party notifies the disclosing Party of the requirement so as to give the disclosing Party an opportunity to challenge the court order
time permitting and without penalty of the receiving Party. In protecting Proprietary Information, the receiving Party shall exercise the same degree of care to prevent the disclosure or communication of the Proprietary Information to other persons
that it uses to protect its own proprietary information; however, in no case will that degree of care be less than reasonable care. The foregoing shall not supersede any other confidential obligations between the Parties. 

10.2 Proprietary Information Exceptions. Either Party may disclose Proprietary Information of the other to such Party’s
employees, customers, agents, suppliers, and subcontractors to the extent that each such disclosure is reasonably necessary for purposes of: manufacturing, selling, installing, repairing, and/or servicing any product made or used in accordance with
any intellectual property assigned or licensed hereunder; or procuring goods and services required in connection therewith; provided that the disclosing Party’s employees, customers, agents, suppliers, and subcontractors are bound to the same
terms and conditions regarding the protection of the Proprietary Information as bind the Parties hereto. 
 ARTICLE 11

 BANKRUPTCY 
 11.1 Bankruptcy. Except with respect to trademarks, all rights and licenses granted by Marlborough under or pursuant to this License Agreement are, for all purposes of Section 365(n) of Title
11 of the United States Code (“Title 11”), licenses of rights to “intellectual property” as defined in Title 11. Marlborough agrees that, in the event of the commencement of bankruptcy proceedings by or against Marlborough under
Title 11, Transferor, as licensee of such rights under this License Agreement, shall retain and may fully exercise all of its rights under this License Agreement (including the license granted hereunder) and all of its rights and elections under
Title 11. Without limiting the generality of the foregoing, if this 

  
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License Agreement is terminated under any applicable insolvency law, or Marlborough or an administrator refuses to further perform this License Agreement (or any of Marlborough’s obligations
hereunder) under any applicable insolvency law, then Transferor may elect to retain all of its license rights under this License Agreement (including without limitation the rights described in Article 3 above) for the remainder of the term of this
License Agreement. 
 ARTICLE 12 
 MISCELLANEOUS 
 12.1 Governing Law; Jurisdiction. This IPAL
Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Massachusetts, excluding its rules governing conflicts of laws. The Parties hereto irrevocably elect as the sole judicial forum for the adjudication of any
matters arising under or in connection with the IPAL Agreement, and consent to, the exclusive jurisdiction of any State or Federal court within the Commonwealth of Massachusetts. 

12.2 Relationship. Nothing in this IPAL Agreement shall be deemed to create an agency, joint venture or partnership between the
Parties. 
 12.3 Amendment. This IPAL Agreement may not be amended, changed or modified in any manner except by an
instrument in writing signed by a duly authorized officer or representative of each of the Parties hereto. 
 12.4 Provision
Invalidity. In the event that one or more provision(s) of this IPAL Agreement is or becomes or is deemed invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this IPAL Agreement, and this IPAL Agreement shall be construed as if such illegal, invalid or unenforceable provision(s) had not been contained herein. 
 12.5 Agreement Headings. The headings contained in this IPAL Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this IPAL Agreement.
Likewise, the entries in the Status field of the attached Schedules are present only for the convenience of the Parties; and it is understood by the Parties that no representation is being made by Transferor, nor should it be implied, that the
entries will be current on the Effective Date. 
 12.6 Entire Agreement Interpretation Conflict. This IPAL Agreement
represents the entire agreement between the Parties respecting the subject matter hereof and supersedes all prior agreements, negotiation or understandings in respect thereto. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, each of the Parties hereto has caused this IPAL Agreement to be executed
in duplicate by its duly authorized officer or representative, as of the date first written above. 
  

									
	BITSTREAM INC.	 		 	 MARLBOROUGH SOFTWARE

DEVELOPMENT HOLDINGS INC.

					
	By:	 	/s/ James Dore	 		 	By:	 	/s/ James Dore
	Name:	 	James Dore	 		 	Name:	 	James Dore
	Title:	 	Chief Financial Officer	 		 	Title:	 	Executive Vice President and Chief
	Date:	 	November 10, 2011	 		 		 	Financial Officer
		 		 	Date:	 	November 10, 2011








 SCHEDULE A 

Assigned Content 
  

	
	CONTENT
	All content found on the Bitstream Inc. website (bitstream.com) under the “Publishing” page hierarchy, including the blog found at
blog.pageflex.com
	
	All documentation and marketing materials for Pageflex
	
	All files on “\\bitstera\Pageflex”
	
	All servers with domains *.pageflex.com
	
	All content found on the internal servers dedicated to: Pageflex marketing, Pageflex sales, Pageflex engineering, Pageflex documentation, Pageflex services, and Pageflex
support.
	
	All content found under pageflex.custhelp.com
	
	All content at Pageflex SaaS colo facility


  
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 SCHEDULE B 

Assigned Domain Names 
  

	
	DOMAIN NAME
	 pageflex.com
  

adlayout.com
  

ibuyprint.com
  

mypageflex.com
  

nudoc.com
  

nudoc.org
  

pageflex.biz
  

pageflex.info
  

pageflex.net
  

pageflex.us
  

pageflexinc.com
  

pageflexinc.net
  

pageflexinc.org
  

pgflex.com
  

webtoppub.com
  

webtoppub.net
  

All domains owned by Bitstream-Israel (Press-Sense)

 
 All domains registered by the Pageflex
SaaS



  
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 SCHEDULE C 

Assigned Patents 
 ISSUED PATENTS 
  

					
	 U.S. Patent No.
	 	  	 Title of Invention

	 	6,826,727	  	  	Apparatus, methods, programming for automatically laying out documents


  
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 SCHEDULE D 

Assigned Software 
  

	
	SOFTWARE MODULE
	
	 Pageflex

	
	 All Press-Sense Source Code



  
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 SCHEDULE E 

Assigned Trademarks and Tradenames 
 ASSIGNED TRADEMARKS 
  

											
	 Property
	  	Registration No.	 	  	 Country
	  	Status	  	Registration Date
	 PAGEFLEX [design mark]
	  	 	3,305,744	  	  	United States	  	Issued	  	10/9/07
					
	 PAGEFLEX [word mark]
	  	 	3,305,743	  	  	United States	  	Issued	  	10/9/07
					
	 PAGEFLEX [word mark]
	  	 	929,556	  	  	Madrid Protocol (Australia, China, European Community, Japan)	  	Issued	  	6/19/07

 ASSIGNED COMMON LAW TRADEMARKS 

 

			
	 Property
	  	 Jurisdiction

	 Pageflex Storefront
	  	United States
		
	 IWay
	  	United States
		
	 Persona
	  	United States
		
	 .EDIT
	  	United States
		
	 NuDoc
	  	United States
		
	 Mpower
	  	United States


  
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 SCHEDULE F 

Licensed Software 
  

	
	Software Module
	 TrueDoc


  

	
	Fonts
	
	 Zapf Calligraphic 801 Roman BT

	
	 Zapf Calligraphic 801 Italic BT

	
	 Zapf Calligraphic 801 Bold BT

	
	 Zapf Calligraphic 801 Bold Italic BT

	
	 Bodoni Bold BT

	
	 Poster Bodoni Roman BT

	
	 Square 721 Roman BT

	
	 Square 721 Bold BT

	
	 Humanist 521 Light BT

	
	 Humanist 521 Light Italic BT

	
	 Humanist 521 Roman BT

	
	 Humanist 521 Italic BT

	
	 Humanist 521 Bold BT

	
	 Humanist 521 Bold Italic BT

	
	 Humanist 521 Extra Bold BT

	
	 Humanist 521 Ultra Bold BT

	
	 Aldine 401 Roman BT

	
	 Aldine 401 Italic BT

	
	 Aldine 401 Bold BT

	
	 Aldine 401 Bold Italic BT

	
	 Humanist 521 Extra Bold Condensed BT



  
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	Fonts
	 Blippo Black BT

	
	 Embassy Regular BT

	
	 English111 Vivace BT

	
	 French111 Regular BT

	
	 Amerigo Roman BT

	
	 Amerigo Italic BT

	
	 Amerigo Bold BT

	
	 Balloon Bold BT

	
	 Amerigo Bold Italic BT

	
	 Matt Antique Roman BT

	
	 Matt Antique Italic BT

	
	 Matt Antique Bold BT

	
	 Freehand 521 Regular BT

	
	 Belwe Light BT

	
	 Belwe Medium BT

	
	 Belwe Bold BT

	
	 Freehand 591 Regular BT

	
	 Calligraphic 421 Roman BT

	
	 Geometric 885 Regular BT

	
	 Arrus Italic BT

	
	 Arrus Bold BT

	
	 Arrus Bold Italic BT

	
	 Arrus Black BT

	
	 Arrus Black Italic BT

	
	 Humanist 777 Condensed BT

	
	 Humanist 777 Bold Condensed BT

	
	 Kuenstler 165 Heavy BT



  
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	Fonts
	 Iowan Old Style Roman BT

	
	 Iowan Old Style Italic BT

	
	 Iowan Old Style Bold BT

	
	 Iowan Old Style Bold Italic BT

	
	 Chianti Roman BT

	
	 Chianti Bold BT

	
	 Chianti Extra Bold BT

	
	 Mister Earl Regular BT

	
	 Alphabet Soup Tilt BT

	
	 Candy Bits Regular BT

	
	 Eyeballs Regular BT

	
	 Prima Sans Roman BT

	
	 Prima Sans Oblique BT

	
	 Prima Sans Bold BT

	
	 Prima Sans Bold Oblique BT

	
	 Bits Pics Regular BT



  
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