Exhibit 10.31


 


PATENT
PURCHASE AGREEMENT


 


This
PATENT PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of the date of last execution
of this Agreement (“Effective Date”) by and between salesforce.com, inc., a Delaware corporation with
a place of business at The Landmark @ One Market Street, Suite 300, San Francisco, CA 94105 (“Purchaser”),
and hopTo Inc, a _Delaware corporation, with a place of business at 6 6 Loudon Rd. Suite 200, Concord, NH 03301 (“Seller”)
(each of Seller and Purchaser a “Party” and collectively referred to as the “Parties”).


 


WITNESSETH:


 


WHEREAS,
Seller owns certain patents and patent applications set forth in Exhibit A hereto;


 


WHEREAS,
Purchaser desires to purchase from Seller, and Seller desires to sell and assign to Purchaser, such patents and patent applications
on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, the sufficiency and receipt of which
the Parties hereby acknowledge, the Parties, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


DEFINITIONS


 


		1.1	Capitalized
                                         Terms. In addition to those terms defined in the body of this Agreement, the following
                                         capitalized terms shall have the meanings set forth below:



 


		(a)	“Affiliate”
                                         means a legal entity that Controls, is Controlled by, or is under common Control with
                                         a Party. Such legal entity shall constitute an Affiliate of the Party only when and for
                                         so long as the Control exists.



 


		(b)	“Assigned
                                         Patents” means each of the following, whether or not pending, issued, expired,
                                         abandoned or closed: (a) the Patents listed on Exhibit A (“Listed Patents”),
                                         attached hereto and incorporated herein, (b) any and all Patents that are part of the
                                         same Patent Families as the Listed Patents, (c) any and all of the inventions, invention
                                         disclosures, and discoveries existing as of the Effective Date to the extent disclosed
                                         or claimed in subitems (a) and (b) above, and (d) any rights of priority created by such
                                         Patents under any treaty relating thereto.



 


		(c)	“Assignment
                                         Agreements” means any executed agreements assigning, changing, confirming or
                                         correcting ownership (including without limitation original patent assignment agreements)
                                         of any part, portion or all rights in the Assigned Patents from the Inventor(s) and/or
                                         any prior owner to any prior owner or Seller.



 


		(d)	“Bona
                                         Fide Owned and Controlled” means for the purpose of a design that ownership
                                         and control was not transferred or provided for purposes of providing a license to cover
                                         an offering of a third party under the licenses granted herein.



 


		(e)	“Change
                                         of Control” means (a) any transaction or series of transactions whereby any
                                         person or entity directly or indirectly acquires Control of another person or entity;
                                         or (b) the consummation (whether directly or indirectly through one or more intermediaries)
                                         of a sale or other disposition of all or substantially all of another person’s
                                         or entity’s assets in any single transaction or series of related transactions.



 




    	Page 1 of 20



    	 



    

 


		(f)	“Control”
                                         (including the correlative meanings of the terms “Controls”, “Controlled
                                         by” and “under common Control with”) means the direct or indirect ownership
                                         of more than fifty percent (50%) of an entity, or the possession, directly or indirectly,
                                         of the power to direct or cause the direction of the management or policies of a person
                                         or an entity, whether through the ability to exercise voting power, by contract or otherwise.



 


		(g)	“Disclaimer
                                         Issue” means a terminal disclaimer (including under 35 U.S.C. Sec. 253 or 37
                                         CFR 1.321 or the equivalent laws or regulation of any other patent authority) that exists
                                         or is or should reasonably be required to be made in a patent or patent application to
                                         address a double patenting issue, including such an issue raised in a judicial or administrative
                                         proceeding (including any proceeding with the U.S. Patent and Trademark Office or any
                                         corresponding foreign patent authority).



 


		(h)	“Encumbrance”
                                         means with respect to any of the Assigned Patents, any mortgage, lien, pledge, charge,
                                         Commitment, security interest, express or implied license, Grant, judgment, stipulation,
                                         court order or decree, or other restriction regarding transfer or licensing, or any other
                                         commitment to a third party which would result in any such Encumbrance whether currently
                                         existing or arising in the future.



 


		(i)	“Governmental
                                         Entity” means any court, administrative agency or commission or other federal,
                                         state, county, local or foreign governmental authority, instrumentality, agency commission
                                         or subdivision thereof, including but not limited to the U.S. Patent and Trademark Office
                                         (“PTO”) and the European Patent Office (“EPO”).



 


		(j)	“Grant”
                                         means a license, waiver of any rights of enforcement (including but not limited to any
                                         covenant not to sue, covenant not to assert, or standstill agreement), release of any
                                         claim, or other grant of any right.



 


		(k)	“Grant
                                         Back License” has the meaning set forth in Section 2.3.



 


		(l)	“Importation
                                         Information” means an electronic file provided by Seller, in the form provided
                                         by Purchaser, containing certain information requested by Purchaser regarding the Assigned
                                         Patents.



 


		(m)	“including”
                                         means including without limitation.



 


		(n)	“Inventor”
                                         means each of the named inventors of each of the Assigned Patents as well as any inventor
                                         who should be or should have been named on each of the Assigned Patents.



 


		(o)	“or”
                                         means “and/or”.



 


		(p)	“Patent
                                         Documents” means (i) all prosecution files (physical and electronic) and docket
                                         reports (capturing a time period no shorter than ninety (90) days following the Effective
                                         Date) for all of the Assigned Patents in the possession or control of Seller, its counsel
                                         or its agents; (ii) all Assignment Agreements; (iii) all documents, records and files
                                         in the possession or control of Seller, its counsel or its agents (and including any
                                         and all of each Inventor) with respect to (A) the conception and reduction to practice
                                         (and diligence in reduction to practice) of the inventions of any of the Assigned Patents,
                                         (B) the disclosure of, acquisition, prosecution, registration, reissuance, correction,
                                         enforcement, defense, and maintenance of the Assigned Patents (including without limitation
                                         ribbon copies of any letters patent), (C) Seller’s marking activities and program(s)
                                         with respect to the Assigned Patents, and (D) Seller’s licensing or sales activities
                                         with respect to the Assigned Patents; and (iv) all other material documentation or information
                                         in the possession or control of Seller, its counsel or its agents related to the Assigned
                                         Patents. Notwithstanding the foregoing, Patent Documents shall exclude any documents
                                         or information in clauses (i) - (iv) of this Section which are subject to the doctrines
                                         of attorney-client privilege, attorney work-product, joint defense, common interest and/or
                                         any other applicable privilege or immunity (collectively, “Common Interest Privilege”)
                                         if providing such documents or information to Purchaser cannot be accomplished in a manner
                                         that protects such Common Interest Privilege.



 




    	Page 2 of 20



    	 



    

 


		(q)	“Patent
                                         Family” means a set comprised of all Patents (a) that are linked or entitled
                                         to be linked through one or more claims of benefit or priority pursuant to 35 U.S.C.
                                         §§ 120 or 119 (or the equivalent laws or regulation of any other patent authority)
                                         or by a terminal disclaimer pursuant to 35 U.S.C. § 253 or 37 CFR § 1.321 (or
                                         the equivalent laws or regulation of any other patent authority) or (b) that are, or
                                         are entitled to be, foreign counterparts, reissues, divisionals, extensions, continuations
                                         or continuations-in-part with respect to any other Patent in such set.



 


		(r)	“Patents”
                                         means any United States, foreign or international patents and patent applications, patents
                                         and patent applications resulting or issuing therefrom, certificates of invention, utility
                                         models or any other grants by any Governmental Entity for the protection of inventions,
                                         including all non-provisionals, provisional, reissues, divisionals, continuations, continuations-in-part,
                                         re-examinations and extensions of any of the foregoing; provided, however, that when
                                         the term “Patent” is used in the context of, or to refer to, a particular
                                         patent or patent application, or a patent or patent application on a schedule, the term
                                         shall mean only that particular patent or patent application, as the case may be.



 


		(s)	“Seller
                                         Product” means any product, which as of the Effective Date, meets all of the
                                         following: (i) the design of the product is Bona Fide Owned and Controlled by Seller,
                                         (ii) the product is solely marked with, and marketed and sold solely by or on behalf
                                         of Seller under, a trademark, service mark or brand name owned by Seller and (iii) in
                                         the absence of a license or other authorization, the product would infringe one or more
                                         of the Assigned Patents.



 


		(t)	“Subsidiary”
                                         means a legal entity that is Controlled by a Party. Such legal entity shall constitute
                                         a Subsidiary of the Party only when and for so long as the Control exists.



 


		(u)	“Transfer
                                         Documents” mean fully executed patent transfer documents, in a form approved
                                         by Purchaser suitable for filing with the relevant Governmental Authority, in each jurisdiction
                                         where the Assigned Patents issued from or have been filed, as the case may be, in each
                                         case to record the change of ownership of the Assigned Patents from Seller to Purchaser.
                                         Unless otherwise directed by Purchaser, Transfer Documents for U.S. Assigned Patents
                                         shall be as provided in the form of Exhibit B (“Patent Assignment”).



 


ARTICLE
II


TRANSFER
OF ASSIGNED PATENTS AND COOPERATION


 


		2.1	Initial
                                         Transfer. Effective as of the Effective Date, Seller hereby irrevocably sells, transfers,
                                         conveys and assigns, and shall cause its Affiliates to irrevocably sell, transfer, convey
                                         and assign, to Purchaser (or its designee, as to any or all of the Assigned Patents),
                                         and Purchaser hereby acquires from Seller or its Affiliates, all right, title and interest
                                         in and to (i) all Assigned Patents, including without limitation the right to sue, license
                                         and collect and receive all income, royalties, damages, payments due, injunctive relief
                                         and any other settlements or remedies (including, without limitation, causes of action
                                         and rights to damages and payments for past, present or future infringements or misappropriations)
                                         with respect thereto, in each case, in all countries relating to the Assigned Patents
                                         and (ii) the Patent Documents and rights (including copyrights) with respect thereto.
                                         The Parties understand and agree that no license agreements or other contracts, obligations
                                         or other liabilities of Seller, Seller’s Affiliates or prior owners, whether listed
                                         in Exhibit C of this Agreement or not, are assigned, delegated or otherwise transferred
                                         to or assumed by Purchaser hereunder, whether expressly, by implication, by reason of
                                         estoppel or otherwise.



 




    	Page 3 of 20



    	 



    

 


		(a)	Additional
                                         Transfers.



 


		1.	To
                                         the extent all right, title and interest in and to any Assigned Patent is not transferred
                                         pursuant to Section 2.1 (Initial Transfer) for whatever reason, Seller hereby irrevocably
                                         sells, transfers, conveys and assigns to Purchaser, and shall cause its Affiliates to
                                         irrevocably sell, transfer, convey and assign, and Purchaser hereby acquires from Seller
                                         or its Affiliates, all right, title and interest in and to such Assigned Patent in accordance
                                         with the terms of this Agreement, including the right to sue, license and collect and
                                         receive all income, royalties, damages, payments due, injunctive relief and any other
                                         settlements or remedies (including, without limitation, causes of action and rights to
                                         damages and payments for past, present or future infringements or misappropriations)
                                         with respect thereto, effective as of the Effective Date.



 


		2.	If,
                                         after the Effective Date, any Assigned Patent is subject to a Disclaimer Issue linking
                                         it to a Patent of Seller, Seller shall, without additional consideration, nunc pro tunc
                                         transfer and does hereby convey as of the Effective Date (to the extent not previously
                                         effectively assigned by Seller to Purchaser pursuant to Section 2.1), ownership of such
                                         Seller Patent to Purchaser and such Patent shall be considered an Assigned Patent hereunder.



 


		(b)	Undisclosed
                                         Patents. If at any time it is determined that a Patent (including patent applications,
                                         regardless of status) exists or existed that is part of the same Patent Family corresponding
                                         to one or more of the Assigned Patents and such Patent was not identified as an Assigned
                                         Patent, then, in addition to any other remedies Purchaser may have under this Agreement,
                                         Seller shall upon notice from Purchaser promptly assign such Patent (and any Patents
                                         that may have issued therefrom) to Purchaser.



 


		2.2	Delivery.
                                         On the Effective Date, Seller shall have delivered to Purchaser the following:



 


		(a)	All
                                         Transfer Documents, fully executed and notarized where appropriate;



 


		(b)	Electronic
                                         copies of the prosecution files, docket reports and Assignment Agreements referred to
                                         in clauses (i) and (ii) of the definition of Patent Documents; and



 


		(c)	The
                                         Importation Information.



 


		2.3	Grant
                                         Back License.



 


		(a)	Subject
                                         to the terms of this Section 2.3, and effective as of the Effective Date, Purchaser hereby
                                         grants back to Seller and each of its Subsidiaries (but only as long as such Subsidiary
                                         is and remains a Subsidiary of Seller), an irrevocable, non-exclusive, non-transferable
                                         and non-assignable (except in the event of a Change of Control as set forth below), non-sublicensable,
                                         worldwide, fully paid-up license under the Assigned Patents, to make, have made (to the
                                         extent substantially designed by Seller or its Subsidiaries), import, use, offer to sell,
                                         sell and otherwise dispose of Seller Products to any third party. The license and rights
                                         set forth in this Section 2.3 shall apply only to the Assigned Patents assigned by Seller
                                         to Purchaser under this Agreement and shall not apply to any other Patents of Purchaser
                                         or any of its Affiliates, whether by implication, estoppel or otherwise (even if such
                                         other Patents are necessary for practice of the Assigned Patents).



 




    	Page 4 of 20



    	 



    

 


		(b)	Further
                                         Limitations on Grant Back License.



 


		1.	The
                                         license granted back to Seller and its Subsidiaries is expressly set forth in Section
                                         2.3 above and no other licenses, authorizations or rights are granted or conveyed, whether
                                         expressly or by implication or otherwise, all of which are expressly disclaimed.



 


		2.	Notwithstanding
                                         anything to the contrary, the license granted under Section 2.3: (i) excludes the right
                                         to grant sublicenses; (ii) is non-transferable and non-assignable (except in the event
                                         of a Change of Control as set forth below); (iii) excludes the right to further place
                                         any Encumbrance on the Assigned Patents; (iv) excludes any covenant, license (except
                                         for the grants expressly set forth in Section 2.3(a) above), authorization, or other
                                         right, express or implied or by estoppel or otherwise, to make, have made, import, use,
                                         offer to sell, sell and otherwise dispose of any products (even if such products are
                                         used in combination with Seller Products as described and limited by Section 2.3); (v)
                                         does not include the right under any Assigned Patent to manufacture or have manufactured
                                         products or Seller Products as a foundry or contract manufacturer for a third party,
                                         or to otherwise manufacture, sell, or otherwise distribute products or Seller Products
                                         for or on behalf of any third parties, or to otherwise sell, lease or transfer any product
                                         without material modification back to the same supplier or customer or an affiliate thereof;
                                         and (vi) shall not be deemed or construed to grant, make or constitute any license, covenant,
                                         immunity, authorization or right, whether by implication, estoppel, acquiescence, reliance
                                         or otherwise, with respect to any activities that Seller undertakes for or on behalf
                                         of any third party where the purpose of such third party choosing Seller is obtaining
                                         rights under one or more Assigned Patents (i.e., patent laundering). In the event of
                                         a Change of Control, Seller’s successor-in-interest shall continue to hold the
                                         license granted under Section 2.3, but only as it relates to Seller Products in existence
                                         as of the time of such Change of Control, as may carry the trademark, service mark or
                                         brand name of such successor-in-interest, and to successor versions of such Seller Products
                                         designed by or for such successor-in-interest.



 


		3.	Seller
                                         acknowledges and understands that Purchaser and its Affiliates own or control a substantial
                                         number of Patents relating to, among other things, technology that may relate to the
                                         Assigned Patents, and that the economics of this Agreement are premised on the understanding
                                         that Seller is acquiring no rights to any of Purchaser’s or its Affiliate’s
                                         Patents other than the Assigned Patents as expressly set forth in this Section 2.3. Seller
                                         agrees that it has no rights to such other Patents, even if such other Patents are deemed
                                         necessary for the practice of the Assigned Patents, or are necessarily infringed by the
                                         Seller Products.



 




    	Page 5 of 20



    	 



    

 


		2.4	Further
                                         Assurances.



 


		(a)	Further
                                         Cooperation.



 


		i.	Seller
                                         shall, and Seller shall direct its Affiliates and its and their employees (including
                                         all employed Inventors) to, fully cooperate with and assist Purchaser and any successor,
                                         its counsel and similar agents in securing the Purchaser’s rights in the Assigned
                                         Patents in any and all countries and in the enforcement, prosecution and maintenance
                                         of the Assigned Patents without additional consideration, including facilitating the
                                         cooperation of the Inventors (whether employed by Seller or not). Without limiting the
                                         generality of the foregoing, following the Effective Date, Seller agrees that its cooperation
                                         and assistance hereunder will include (if requested by Purchaser), without limitation,
                                         (a) the full disclosure to Purchaser of all pertinent factual or other information and
                                         data reasonably available to Seller, including providing contact information for Inventors,
                                         (b) the execution of all applications, specifications, papers, documents, oaths, assignments,
                                         declarations, affidavits and all other instruments which Purchaser shall request as may
                                         be necessary and proper to obtain and vest such rights and in order to assign and convey
                                         to Purchaser, its successors, assigns, and nominees the sole and exclusive right, title
                                         and interest in and to the Assigned Patents and otherwise completely effect consummation
                                         of the transactions contemplated by this Agreement, (c) making factual witnesses available
                                         upon the reasonable request of Purchaser and participation in any litigation defenses
                                         including the giving of testimony in any suit, legal action, hearing, investigation,
                                         or other proceeding relating to the Assigned Patents, (d) if requested by Purchaser,
                                         joinder as a necessary party plaintiff or in another capacity reasonably requested by
                                         Purchaser, and (e) reasonably cooperating with and assisting Purchaser, in any legal
                                         or equitable action, litigation, arbitration or other legal, regulatory or administrative
                                         proceeding regarding any of the Assigned Patents or the scope, infringement or validity
                                         thereof (“Patent Proceeding”), including, without limitation, enforcement
                                         of any of the Assigned Patents against potential infringers in any court proceeding or
                                         before the International Trade Commission (ITC) and proceedings regarding any of the
                                         Assigned Patents before the PTO, EPO or any other similar agency; provided, however,
                                         that Purchaser shall have sole control and discretion over any and all such Patent Proceedings
                                         and any settlement thereof, and the exclusive right to receive, retain and enforce all
                                         damages, awards, and other remedies of any kind in connection with any such Patent Proceeding,
                                         or (f) the performance of any other acts as may be necessary and proper to vest full
                                         title and transfer all rights and interest in and to the Assigned Patents in Purchaser
                                         (or its designee) and otherwise completely effect consummation of the transactions contemplated
                                         by this Agreement. With respect to items (c), (d) and (e) of this paragraph, Purchaser
                                         will reimburse Seller for all preapproved, reasonable, out-of-pocket costs incurred in
                                         connection with providing the assistance and cooperation requested by Purchaser hereunder,
                                         and Purchaser shall reimburse Seller, its employees, attorneys, agents and inventors
                                         at a reasonable hourly rate mutually agreed upon by the Parties for time spent in connection
                                         with providing assistance or cooperation requested by Purchaser hereunder.



 


		ii.	Within
                                         thirty (30) days following the Effective Date, Seller shall provide to Purchaser or its
                                         designee all Patent Documents. For the avoidance of doubt, the obligations set forth
                                         in this Section are in addition to, and not intended to replace or contradict, the obligations
                                         set forth in Section 2.2(b).



 


		iii.	Within
                                         five (5) business days following the Effective Date, Seller shall, at Seller’s
                                         expense, notify all foreign and domestic counsel identified in the Implementation Information
                                         that the Assigned Patents have been transferred to Purchaser (or Purchaser’s designee)
                                         as of the Effective Date and direct such counsel to (i) digitize and electronically transfer
                                         all Patent Documents to Purchaser (or Purchaser’s agent) within thirty (30) days
                                         of such notification, (ii) ship all physical Patent Documents to a location specified
                                         by Purchaser within thirty (30) days of such notification, (iii) provide Purchaser with
                                         a manifest and tracking number for all materials shipped to Purchaser, (iv) send Purchaser
                                         a copy of all notices regarding the Assigned Patents which it receives, and (v) satisfy
                                         any reasonable information requests by Purchaser (at Seller’s expense) and otherwise
                                         take direction from Purchaser with respect to the Assigned Patents. For the avoidance
                                         of doubt, the obligations set forth in this Section are in addition to, and not intended
                                         to replace or contradict, the obligations set forth in Section 2.2(b).



 




    	Page 6 of 20



    	 



    

 


		iv.	Seller
                                         shall, on or before the Effective Date, pay all maintenance, annuity, renewal and issuance
                                         fees and the like with respect to the Assigned Patents that are due and payable prior
                                         to the end of the ninety (90) day period following the Effective Date.



 


		(b)	Limited
                                         Power of Attorney. Seller hereby irrevocably constitutes and appoints Purchaser,
                                         with full power of substitution, to be its true and lawful attorney, and in its name,
                                         place or stead, to execute, acknowledge, swear to and file, all applications, specifications,
                                         papers, documents, oaths, assignments, declarations, affidavits and all other instruments,
                                         and to take any action which shall be necessary, appropriate or desirable to effectuate
                                         the transfer, or prosecution of the Assigned Patents in accordance with the terms of
                                         this Agreement; provided, however, that such power shall be exercised by
                                         the Purchaser only in the event that Seller fails to take the necessary actions required
                                         hereunder to effect or record such transfer, or prosecution of such Assigned Patents
                                         within thirty (30) days of Purchaser’s reasonable request, or ten (10) days prior
                                         to the deadline for taking the required action if earlier. This power of attorney shall
                                         be deemed to be coupled with an interest and shall be irrevocable.



 


		(c)	Additional
                                         Releases. To the extent any Assigned Patents have any liens or security interests
                                         upon them after the Effective Date in violation of Section 4.12, without limiting Seller’s
                                         other obligations hereunder, Seller shall promptly seek, obtain and record from its lenders
                                         or other third party the release of any liens or security interest that they may have
                                         on any of the Assigned Patents, including any liens on any Patent that is determined
                                         to be an Assigned Patent but that was not an Assigned Patent as of the Effective Date
                                         and Seller hereby waives any remedies with respect to the release of any such liens or
                                         security interests.



 


		(d)	Common
                                         Interest Privileged Information. Seller shall: (a) use best efforts to maintain Common
                                         Interest Privilege with respect to all materials or information protected under a Common
                                         Interest Privilege (“Privileged Information”) existing as of the Effective
                                         Date that relates to the Assigned Patents; and (b) provide Purchaser with at least fifteen
                                         (15) days prior written notice before disclosing to any third party, or waiving any such
                                         Common Interest Privilege with respect to, any such Privileged Information. In the event
                                         that Seller subsequently waives a Common Interest Privilege with respect to Privileged
                                         Information related to the Assigned Patents, Seller shall also provide such Privileged
                                         Information to Purchaser. Upon Purchaser’s request following the Effective Date,
                                         Seller and Purchaser shall negotiate and enter into a common interest agreement under
                                         which Seller may have access to, while preserving the Common Interest Privilege thereof,
                                         Privileged Information that Purchaser believes necessary for Purchaser’s licensing
                                         or enforcement of the Assigned Patents, at no additional cost to Purchaser other than
                                         Seller’s reasonable out-of-pocket expenses incurred in the course of fulfilling
                                         its obligations under such agreement.



 


		(e)	Conduct.
                                         Seller shall not engage in any act or conduct, or omit to perform any necessary act,
                                         the result of which would invalidate any portion of any of the Assigned Patents or render
                                         any portion of them unenforceable.



 


		(f)	Patent
                                         Maintenance, Enforcement, and Licensing. After the Effective Date, Purchaser shall
                                         have the sole right, but no obligation, to prosecute, maintain, enforce, license, and
                                         take any other actions with respect to the Assigned Patents in its sole discretion.



 




    	Page 7 of 20



    	 



    

 


ARTICLE
III


PAYMENT
AND TAXES


 


		3.1	Payment.
                                         Upon the terms and subject to the conditions of this Agreement (including, without limitation,
                                         Seller’s compliance with Section 2.2), in full payment for the sale, conveyance,
                                         assignment, transfer and delivery of the Assigned Patents, Purchaser agrees to remit
                                         to Seller a sum equal to four hundred thousand United States Dollars (US $400,000.0)
                                         (the “Purchase Price”) within ten (10) business days following the
                                         Effective Date. Payment shall be made by wire transfer to:



 


hopTo
Inc


6
Loudon Rd.


Suite
200


Concord,
NH 03301


 


Wells
Fargo Bank


Checking
Account# 


ABA#



 


Bank
Address:


400
Hamilton Ave.


Suite
210


Palo
Alto, CA 94301


Phone:
650-855-7730


 


		3.2	Transfer
                                         Taxes. Seller shall be solely responsible for the payment of, and shall pay when
                                         due, any federal, state, local, foreign or other tax, duty, levy, impost, fee, assessment
                                         or other governmental charge, including without limitation income, gross receipts, business,
                                         occupation, sales, stamp, value-added, excise (or similar transfer taxes), use, or other
                                         tax of any kind whatsoever and any premium, together with any interest, penalties, surcharges,
                                         fines and additions attributable to or imposed with respect to the foregoing (collectively
                                         “Taxes”) that may be payable in connection with the sale or purchase
                                         of the Assigned Patents and Seller shall indemnify Purchaser against any such Taxes as
                                         provided in Section 6.2 (Indemnification).



 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Seller
hereby represents and warrants to Purchaser, as of the Effective Date, the following:


 


		4.1	Corporate
                                         Organization. Seller is a corporation duly organized, validly existing and in good
                                         standing under the respective laws of its jurisdiction of incorporation, is duly qualified
                                         and is in good standing under the laws of each jurisdiction in which the character of
                                         the properties and assets now owned or held by it or the nature of the business now conducted
                                         by it requires it to be so licensed or qualified. Seller has full corporate power and
                                         authority to carry on its business as now being conducted.



 




    	Page 8 of 20



    	 



    

 


		4.2	Authority.
                                         Seller has full corporate power and authority to execute and deliver this Agreement and
                                         to perform its obligations hereunder. The execution and delivery of this Agreement by
                                         Seller and the performance by Seller of its obligations hereunder have been duly authorized
                                         by all necessary corporate action. This Agreement has been duly executed and delivered
                                         by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable
                                         against it in accordance with its terms and, as to enforcement, to general principles
                                         of equity, regardless of whether applied in a proceeding at law or in equity.



 


		4.3	No
                                         Conflict; No Consents. The execution and delivery of this Agreement and the performance
                                         of the obligations of Seller hereunder will not (i) violate or be in conflict with any
                                         provision of law, any order, rule or regulation of any court or other agency of government,
                                         or any provision of Seller’s articles of incorporation or bylaws, (ii) violate,
                                         be in conflict with, result in a breach of, constitute (with or without notice or lapse
                                         of time or both) a default under, or result in the acceleration of any obligations under,
                                         any indenture, agreement, lease or other instrument to which Seller is a party or by
                                         which it or any of its properties are bound, or (iii) result in the creation or imposition
                                         of any Encumbrance upon any of the Assigned Patents. No consent, approval or authorization
                                         of or declaration or filing with any Governmental Entity or other person or entity on
                                         the part of Seller is required in connection with the execution or delivery of this Agreement
                                         or the consummation of the transactions contemplated hereby.



 


		4.4	List
                                         of Assigned Patents. Exhibit A sets forth a true, accurate and complete list of Assigned
                                         Patents and for each such Patent, the title, the Inventors’ names, the Patent number
                                         or serial number (as applicable), the filing date or issue date, the country in which
                                         the relevant Patent has been issued or applied for.



 


		4.5	Prosecution.
                                         Each Assigned Patent has been prosecuted in compliance with the rules and processes of
                                         the United States Patent and Trademark Office (or the equivalent rules or processes of
                                         any other applicable patent authority anywhere in the world) and all applications for
                                         the Assigned Patents are true and correct in all material respects, including with respect
                                         to inventorship. To the extent “small entity” fees were paid to the United
                                         States Patent and Trademark Office for any Patent, such reduced fees were then appropriate
                                         because the payor qualified to pay “small entity” fees at the time of such
                                         payment in accordance with applicable law.



 


		4.6	Assignment
                                         Agreements. For each Assigned Patent, Seller has obtained one or more Assignment
                                         Agreements which collectively assign all rights in such Patents to Seller. Seller has
                                         properly recorded all such previously executed Assignment Agreements with respect to
                                         the Assigned Patents as necessary to fully perfect its rights and title therein in accordance
                                         with governing laws and regulations in each respective jurisdiction.



 


		4.7	Public
                                         Use, Disclosure or Sale. For each Assigned Patent, no acts or omissions of Seller,
                                         or any party acting on behalf of or at the direction of Seller, have or shall invalidate
                                         or hinder enforcement of such Patent under the laws of any jurisdiction (including under
                                         35 U.S.C. §102(b)) including as a result of (i) disclosure of the invention or a
                                         printed publication that describes the claimed invention, (ii) public use of the claimed
                                         invention, or (iii) sale or offer for sale of the claimed invention prior to the application
                                         for such Patent.



 


		4.8	Knowledge
                                         of Invalidity. None of the Assigned Patents has ever been found invalid or unenforceable
                                         for any reason in any administrative, arbitration, judicial or other proceeding, and
                                         Seller does not know of and has not received any notice or information of any kind from
                                         any source suggesting that the Assigned Patents may be invalid or unenforceable. To Seller’s
                                         Knowledge (as defined below), none of the Assigned Patents is invalid or unenforceable,
                                         nor is Seller aware of any facts or circumstances that would render any Assigned Patent
                                         invalid or unenforceable.



 




    	Page 9 of 20



    	 



    

 


		4.9	Ownership
                                         and Encumbrances.



 


		(a)	Seller
                                         is the sole legal and beneficial owner of all right, title and interest, and has valid
                                         title, to all the Assigned Patents (including all rights to sue and collect damages for
                                         past, present and future infringement), free and clear of any Encumbrances, except as
                                         set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated
                                         herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from
                                         Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions
                                         with respect to the transfer or licensing of such Patents or is subject, or will be subject,
                                         to any Encumbrance as a result of any facts, circumstances or agreements existing before
                                         the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit
                                         C, such exhibit includes a complete and accurate list and description of all Encumbrances,
                                         including, but not limited to, any relevant dates and parties.



 


		(b)	The
                                         Assigned Patents are not subject to any exclusive Grant to a third party.



 


		(c)	Except
                                         as set forth on Exhibit C, Purchaser will not be subject to any covenant not to sue,
                                         license or other similar restriction on its enforcement or enjoyment of the Assigned
                                         Patents as a result of any prior transaction related to the Assigned Patents.



 


		(d)	Seller
                                         has provided Purchaser with complete copies of all documentation reflecting the Encumbrances
                                         identified in Exhibit C and all such copies are complete in all material respects and
                                         no information has been deleted, omitted or redacted from such copies.



 


		(e)	Except
                                         for Purchaser, there are no existing contracts, agreements, options, commitments, proposals,
                                         bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patents.



 


		(f)	As
                                         of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 above,
                                         any prior owner of the Assigned Patents, or any Inventor will have any right or interest
                                         in and to any of the Assigned Patents.



 


		(g)	Any
                                         Grant currently in effect with respect to the Assigned Patents does not provide sublicensing
                                         rights.



 


		4.10	Standards
                                         Bodies.



 


		(a)	Seller
                                         has (i) listed on Exhibit D (“Standards”), attached hereto and incorporated
                                         herein, (A) any standards body, patent pool, or similar formal or informal organization
                                         (“Standards Body”) that Seller or its Affiliates have participated
                                         with, been affiliated with, or have been a member of; (B) any commitments to, offers
                                         made to, or agreements with (“Commitments”) such Standards Bodies
                                         applicable to any Assigned Patent, and the terms of such Commitments; and (C) the Assigned
                                         Patents applicable to such Commitments; and (ii) provided Purchaser with complete copies
                                         of all documentation with respect to Seller’s Commitments, and all such copies
                                         and documentation are complete in all material respects, and no information has been
                                         deleted, omitted or redacted from such copies and documentation.



 




    	Page 10 of 20



    	 



    

 


		(b)	Seller
                                         is in compliance with the requirements of all Standards Bodies, and has not made any
                                         (i) Commitments to any Standards Bodies, to any entities, or to the public, to license
                                         or grant any rights with respect to any of the Assigned Patents (including any Commitment
                                         to license any of the Assigned Patents on a royalty-free basis or at a specified rate,
                                         or on any specific terms), other than a general commitment to license on reasonable and
                                         nondiscriminatory (RAND) or fair, reasonable and non-discriminatory (FRAND) terms; or
                                         (ii) misrepresentations to any Standards Bodies.



 


		4.11	Documents
                                         and Importation Information. The Patent Documents delivered by Seller to Purchaser
                                         hereunder represent all material records and files of Seller, its counsel and agents
                                         of which Seller is or should be aware of that are related to the Assigned Patents, with
                                         respect to the acquisition, prosecution, registration, reissuance, enforcement, defense,
                                         and maintenance of the Assigned Patents. The Importation Information delivered by Seller
                                         to Purchaser hereunder is true, accurate and complete.



 


		4.12	No
                                         Impairment. Neither the execution, delivery or performance of this Agreement nor
                                         the consummation of the transactions contemplated herein will impair the right of Purchaser
                                         to use, possess, sell, license or dispose of any of the Assigned Patents. There are no
                                         royalties, honoraria, fees or other payments payable by Seller to any third party by
                                         reason of the ownership, use, possession, license, sale, or disposition of any Assigned
                                         Patents. There are no actions, suits, investigations, claims or proceedings threatened,
                                         pending or in progress relating in any way to the Assigned Patents.



 


		4.13	No
                                         Notice. Seller has not put any third party on notice of actual or potential infringement
                                         of any Assigned Patent. Seller has not invited any third party to enter into a license
                                         under any of the Assigned Patents. Seller has not initiated any enforcement action with
                                         respect to any of the Assigned Patents.



 


		4.14	Disclosure.
                                         Seller has disclosed to Purchaser in writing all facts and circumstances known to, or
                                         reasonably ascertainable by, Seller on or prior to the Effective Date as possibly having
                                         an adverse effect on the validity or enforceability of the Assigned Patents.



 


		4.15	Marking.
                                         Seller and its Affiliates affix on its products or product packaging, manuals, or instructions
                                         associated with such products, a label indicating the Assigned Patents applicable to
                                         the respective products.



 


		4.16	Fees
                                         and other Actions. Seller has paid all maintenance, annuity, renewal and issuance
                                         fees and the like with respect to the Assigned Patents that are due and payable prior
                                         to the end of the ninety (90) day period following the Effective Date. Except as set
                                         forth in Exhibit E (“Fees and Other Actions List”), attached hereto, there
                                         are no actions that must be taken or fees that must be paid within ninety (90) days following
                                         the Effective Date, including the payment of any filing, registration, maintenance, annuity,
                                         renewal or issuance fees or the filing of any responses with any Government Entity, including
                                         office action responses, documents, applications or certificates for the purposes of
                                         prosecuting, maintaining, perfecting, preserving or renewing any of the Assigned Patents.



 


		4.17	Outstanding
                                         Judgment. No Assigned Patents are subject to any proceeding or outstanding decree,
                                         order, judgment, settlement agreement or stipulation. None of the Assigned Patents has
                                         been or is currently involved in any reexamination, reissue, opposition, interference
                                         proceeding, or any similar proceeding, and no such proceedings are pending or threatened.



 


		4.18	Lawsuits
                                         and Other Proceedings. No Assigned Patent has been involved in any past or pending
                                         action, suit, investigation, claim or proceeding (including any reexamination), nor has
                                         any Assigned Patent been threatened with any such action, suit, investigation, claim
                                         or proceeding, other than patent prosecution proceedings in the ordinary course.



 




    	Page 11 of 20



    	 



    

 


		4.19	Co-Development.
                                         None of the Assigned Patents were developed by, on behalf of, jointly with, or with the
                                         funding of, a third party.



 


		4.20	Government
                                         Funding. None of the Assigned Patents were developed by, on behalf of, jointly with,
                                         or using grants or funding of any Governmental Entity, college, university, or educational
                                         institution.



 


		4.21	No
                                         Patent License. Except for the rights expressly granted under Section 2.3, Seller
                                         is not acquiring any licenses or rights, whether by implication, estoppel or otherwise
                                         under or to any Patents of Purchaser or any of its Affiliates because of the Parties
                                         entering into this Agreement. The Parties entering into this Agreement will not result
                                         in any previous owner of the Assigned Patents or any third party obtaining any license,
                                         right or Grant whether by implication, estoppel or otherwise, under or to any Patent
                                         of Purchaser or any of its Affiliates.



 


		4.22	The
                                         term “Knowledge” is defined to mean (x) an individual will be deemed to have
                                         “Knowledge” of a particular fact or other matter if that individual is actually
                                         aware of that fact or matter or a prudent individual could be expected to discover or
                                         otherwise become aware of that fact or matter in the course of conducting a reasonably
                                         comprehensive investigation to ascertain and establish the accuracy of each representation,
                                         warranty and statement in this Agreement, and (y) “Seller’s Knowledge”
                                         or “Knowledge of Seller” means the Knowledge of Seller’s and Seller’s
                                         Affiliates’ officers, directors, shareholders, partners, members, or employees,
                                         in-house or outside counsel, and/or any current employee that is or was directly involved
                                         in (i) any prosecution activities associated with one or more of the Assigned Patents,
                                         or (ii) the acquisition and divestiture of the Assigned Patents, or (iii) the maintenance,
                                         analysis, administration, evaluation of commercial value and strategic assessment of
                                         the Assigned Patents during Seller’s ownership of or control over the Assigned
                                         Patents.



 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


Purchaser
hereby represents and warrants to Seller as of the Effective Date as follows:


 


		5.1	Corporate
                                         Organization. Purchaser is a corporation duly organized, validly existing and, to
                                         the extent applicable, in good standing under the respective laws of the jurisdiction
                                         of its incorporation, is duly qualified and, to the extent applicable, is in good standing
                                         under the laws of each jurisdiction in which the character of the properties and assets
                                         now owned or held by it or the nature of the business now conducted by it requires it
                                         to be so licensed or qualified. Purchaser has full corporate power and authority to carry
                                         on its business as now being conducted.



 


		5.2	Authority.
                                         Purchaser has full corporate power and authority to execute and deliver this Agreement
                                         and to perform its obligations hereunder. The execution and delivery of this Agreement
                                         by Purchaser and the performance by Purchaser of its obligations hereunder have been
                                         duly authorized by all necessary corporate action. This Agreement has been duly executed
                                         and delivered by Purchaser and constitutes the legal, valid and binding obligation of
                                         Purchaser, enforceable against it in accordance with its terms, subject to applicable
                                         laws affecting creditors’ rights generally and, as to enforcement, to general principles
                                         of equity, regardless of whether applied in a proceeding at law or in equity.



 




    	Page 12 of 20



    	 



    

 


		5.3	No
                                         Conflict; No Consents. The execution and delivery of this Agreement and the performance
                                         of the obligations of Purchaser hereunder will not violate or be in conflict with any
                                         provision of law, any order, rule or regulation of any Governmental Entity, or any provision
                                         of Purchaser’s certificate of incorporation or bylaws. No consent, approval or
                                         authorization of or declaration or filing with any Governmental Entity or other person
                                         or entity on the part of Purchaser is required in connection with the execution or delivery
                                         of this Agreement or the consummation of the transactions contemplated hereby.



 


ARTICLE
VI


SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION


 


		6.1	Survival
                                         of Representations and Warranties. Except with respect to Seller’s representations
                                         and warranties under Sections 4.9 (Ownership and Encumbrances), Section 4.10 (Standards
                                         Bodies) and 4.23 (No Patent License) which shall survive indefinitely, all of Seller’s
                                         representations and warranties contained in this Agreement shall terminate as of the
                                         last day of the twelfth (12th) month following the month in which the Effective
                                         Date occurs.



 


		6.2	Indemnification.



 


		(a)	Seller
                                         shall defend, indemnify and hold harmless Purchaser, its Affiliates, and each of their
                                         Subsidiaries, shareholders, directors, officers, employees, agents, successors, and assigns
                                         from and against all damages, claims, liabilities, expenses and costs (including reasonable
                                         attorneys’ fees) arising, directly or indirectly, from any material breach of this
                                         Agreement, including, without limitation, any material breach of any representation or
                                         warranty made by Seller.



 


		(b)	Purchaser
                                         shall defend, indemnify and hold harmless Seller, its Subsidiaries, and each of their
                                         shareholders, directors, officers, employees, agents, successors, and assigns from and
                                         against all damages, claims, liabilities, expenses and costs (including reasonable attorneys’
                                         fees) arising, directly or indirectly, from any material breach of this Agreement, including,
                                         without limitation, any material breach of any representation or warranty made by Purchaser.



 


		(c)	A
                                         person or entity that intends to claim indemnification under this Article VI (the “Indemnitee”)
                                         shall promptly notify the other Party (the “Indemnitor”) of any claim,
                                         damage, liability, cause of action or cost with respect to which the Indemnitee intends
                                         to claim such indemnification. Indemnitor, after it determines that indemnification is
                                         required of it, shall assume the defense thereof with counsel of its own choosing; provided,
                                         however, that an Indemnitee shall have the right to retain its own counsel, with the
                                         expenses to be paid by the Indemnitor if Indemnitor does not assume the defense. The
                                         Indemnitee shall, and shall cause its Subsidiaries and its own and its Subsidiaries’
                                         employees and agents to, cooperate fully with the Indemnitor and its legal representatives
                                         in the investigation and defense of any claim, damage, liability, cause of action or
                                         cost covered by this indemnification. The maximum liability of each Indemnitor under
                                         this Agreement for a breach of warranty under Article IV or Article V, as applicable,
                                         and/or for a claim of indemnification as set forth in this Article VI, in the aggregate
                                         shall in the be equal to the Purchase Price.



 




    	Page 13 of 20



    	 



    

 


ARTICLE
VIII


MISCELLANEOUS


 


		7.1	Confidentiality.
                                         The Parties shall maintain as strictly confidential this Agreement and any proprietary
                                         information disclosed under, or as a result of or during the negotiation of, this Agreement,
                                         and shall only use such information for the purpose of performing under and/or enforcing
                                         this Agreement or the Assigned Patents, except that each Party, or its Affiliates, may
                                         disclose or use this Agreement or any such proprietary information as follows:



 


		(a)	As
                                         reasonably necessary to prosecute or enforce the Assigned Patents;



 


		(b)	as
                                         reasonably necessary for Purchaser to record or otherwise perfect Purchaser’s interest
                                         in the Assigned Patents;



 


		(c)	to
                                         the extent required by law;



 


		(d)	to
                                         the extent such information is public information, except as a result of the breach of
                                         this Section 7.1;



 


		(e)	as
                                         is required by a court or an arbitral order which has been precipitated by a third party
                                         request; provided, that the entity making such disclosure or use shall seek appropriate
                                         confidentiality protections (e.g., having such disclosures covered by a protective order
                                         or other comparable protections) prior to making such disclosure or use;



 


		(f)	to
                                         satisfy SEC, NASDAQ or other statutory, regulatory, taxation, or administrative requirements;



 


		(g)	in
                                         a legal proceeding between the Parties or their Affiliates;



 


		(h)	to
                                         a potential acquirer, in connection with a potential acquisition of all or any material
                                         part of any business of such Party; or



 


		(i)	in
                                         confidence, to its accountants, bankers, attorneys, or their Affiliates.



 


Notwithstanding
the foregoing, the Parties acknowledge that Purchaser or its Affiliates shall have the right, at its sole discretion, to publish
and distribute a press release or a Current or Periodic Report filed pursuant to the Securities Exchange Act of 1934 announcing
the execution of this Agreement. Such press release may contain the name of the Seller hereunder and a broad characterization
of the nature of the transactions undertaken herein. The Purchase Price, identification of the Assigned Patents, or terms other
than those previously identified shall not be disclosed with specificity, unless required by applicable stock exchange or regulatory
body requirements, or otherwise deemed material.


 


		7.2	Expenses.
                                         Except as otherwise provided in this Agreement, each Party will pay all fees and expenses
                                         incurred by it in connection with this Agreement and the transactions contemplated hereby.



 


		7.3	Governing
                                         Law/Venue. This Agreement is governed by the laws of the State of California, excluding
                                         its conflict-of-laws principles. The state and federal courts in the State of California
                                         shall have exclusive jurisdiction over any claim, suit or proceeding (each, a “Proceeding”)
                                         related to this Agreement (including without limitation the breach or threatened breach
                                         thereof), and each Party irrevocably (a) consents to the jurisdiction of such courts
                                         for any Proceeding, (b) consents to service of process in any Proceeding in such courts
                                         by globally recognized overnight courier service at the address set forth above, as well
                                         as other means of service permitted by law; and (c) waives any objections on the grounds
                                         of venue, residence, domicile or inconvenient forum to any Proceeding brought in such
                                         courts.



 




    	Page 14 of 20



    	 



    

 


		7.4	Waivers.
                                         The failure of any Party to insist upon the performance of any of the terms or conditions
                                         of this Agreement or to exercise any right hereunder, shall not be construed as a waiver
                                         or relinquishment of any such right, term or condition. No waiver by any Party of any
                                         provision of this Agreement or any default, misrepresentation, or breach of warranty
                                         or covenant hereunder shall be valid unless the same shall be in writing and signed by
                                         the Party making such waiver.



 


		7.5	Severability.
                                         The provisions of this Agreement shall be severable, and if any of them are held invalid
                                         or unenforceable, then that provision shall be construed to the maximum extent permitted
                                         by law. The invalidity or unenforceability of one provision shall not necessarily affect
                                         any other.



 


		7.6	Notices.
                                         All notices or other communications required or permitted under this Agreement shall
                                         be in writing and shall be delivered by personal delivery, registered mail, return receipt
                                         requested, or a qualified overnight delivery service addressed as indicated on page 1
                                         of this Agreement. Facsimiles shall be sent to Seller at ________ and to Purchaser at
                                         ________________. All such notices shall be deemed delivered at the time of delivery,
                                         except a facsimile shall be deemed delivered at the time of electronic confirmation of
                                         delivery.



 


		7.7	Asset
                                         Purchase. The transaction contemplated under this Agreement is strictly an asset
                                         purchase, and Purchaser is not taking any assignment of any debt, obligation, or other
                                         Encumbrance on any of the Assigned Patents.



 


		7.8	Entire
                                         Agreement/Amendment. This Agreement contains the complete and final agreement between
                                         the Parties, and supersedes all previous understandings, relating to the subject matter
                                         hereof whether oral or written. This Agreement may only be modified by a written agreement
                                         signed by duly authorized representatives of the Parties.



 


		7.9	No
                                         Assignment. Except for Purchaser’s right to assign or delegate this Agreement
                                         and its rights and duties as set forth herein to a present or future Affiliate, neither
                                         this Agreement nor any rights or duties under this Agreement may be assigned or delegated,
                                         in whole or in part, by either Party without the prior written consent of the non-assigning
                                         Party, which consent may be withheld by the non-assigning Party for any or no reason.
                                         Any attempted assignment and/or delegation in breach of this Section 8.9 will be null
                                         and void. The Parties understand and agree that a Change of Control event is considered
                                         an assignment for the purposes of this Section 8.9.



 


		7.10	Survival.
                                         Notwithstanding anything in this Agreement to the contrary except as set forth in Section
                                         6.1, all representations, warranties, obligations, responsibilities, terms or conditions
                                         which by a fair reading of their nature are intended to survive shall be deemed to survive.



 


IN
WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.


 


	salesforce.com,
    inc.		[Seller]
    
	 	 	 	 	 
	 	 	 	 	 
	By:	                       	 	By:	                 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date:
    	 	 	Date:
    	 


 




    	Page 15 of 20



    	 



    

 


EXHIBIT
A


 


Listed
Patents


 


	Patent
Number	 	Filing
Date	 	Lead
Inventor
	9395826	 	 	 	 
	9398111	 	 	 	 
	9419848	 	 	 	 
	8745280	 	 	 	 
	8892782	 	 	 	 
	8738814	 	 	 	 
	8856907	 	 	 	 


 




    	Page 16 of 20



    	 



    

 


EXHIBIT
B


 


Patent
Assignment


 


This
PATENT ASSIGNMENT (“Assignment”), effective as of _________, 20__, is made by and between hopTo Inc., a Delaware corporation
with its principal place of business located at 6 Loudon Rd. Suite 200, Concord, NH 03301 (hereinafter “Assignor”),
and salesforce.com, inc., a Delaware corporation having a place of business at The Landmark @ One Market Street, Suite
300, San Francisco, CA 94105 (hereinafter “Salesforce”).


 


WHEREAS:


 


		A.	Assignor
                                         is the sole owner of the patents and patent applications listed in the attached Exhibit
                                         A (hereinafter “Patents”); and



 


		B.	Salesforce
                                         is desirous of acquiring all of Assignor’s right, title and interest in and
                                         to the Patents.



 


NOW,
THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor has sold, assigned and transferred,
and does hereby sell, assign and transfer to Saleforce all right, title and interest in and to


 


(i)
the Patents, including any and all inventions, invention disclosures and discoveries disclosed or claimed therein;


 


(ii)
all United States, foreign and international patents and patent applications, certificates of invention, utility models and any
other grants by any governmental entity for the protection of inventions resulting from the Patents, including any and all patents
and patent applications disclosing said invention(s) and any patents issuing from such applications, including provisionals, non-provisionals,
divisionals, continuations, continuations-in-part, reissues, extensions, and re-examinations of the Patents, along with the rights
of priority created by such patents and patent applications under any treaty relating thereto; and


 


(iii)
all past, present and future causes of action and enforcement rights, whether currently pending, filed or otherwise, in
connection with the Patents, the patents and patent applications resulting from the Patents and any of the inventions or
discoveries described or claimed therein, including without limitation, all rights to sue for any past, present or future
infringement of the Patents, including the rights to license and to collect and receive any damages, royalties, injunctive
relief, and/or any other settlements or remedies for such infringements, the same to be held and enjoyed by Salesforce
for its own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, to
the end of the term or terms thereof as fully and entirely as the same would have been held and enjoyed by Assignor, if this
assignment and sale had not been made.


 


IN
WITNESS WHEREOF, Assignor has caused these presents to be signed by its duly appointed officer having full authority in the circumstances.


 


SIGNED
for and on behalf of hopTo Inc.


 


	By	 	 	on	 	 
	 	(Signature)
    	 	 	 	(Date)
	 	 	 	 	 	 
	 	(Print
    Name)	 	 	 	(Print
    Title)


 




    	Page 17 of 20



    	 



    

 


EXHIBIT
C


 


Encumbrances


 


Not
Applicable.
 



    	Page 18 of 20



    	 



    

 


EXHIBIT
D


 


Standards


 


Not
Applicable.


 




    	Page 19 of 20



    	 



    

 


EXHIBIT
E


 


Fees
and Other Actions


 


Not
Applicable.


 




    	Page 20 of 20