In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Q: ENDORSEMENT AGREEMENT

    THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__,  by and between SPORT-HALEY, INC.,  a Colorado corporation (the Company), and _________________ (hereinafter referred to as the Professional).

    WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the PGA Tour); and/or (the Senior PGA Tour) and

    WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel;

    NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows:

    1.   SERVICES OF THE PROFESSIONAL.  The Professional agrees to perform the          following services during the term of this Agreement:

              a.  The Professional agrees that, with respect to men's apparel,          he will exclusively endorse and use exclusively in play, practice,           exhibits, clinics and other events open to the media or public, Haley           brand apparel which shall consist of shirts, vests, jackets, sweaters,          pants and shorts (if permitted by applicable rules).

              b.  The Professional grants to the Company the exclusive worldwide          right and license to use his name, autograph, likeness, photographs,          electronic media depiction, signature and any other words, symbols or          depiction's which would identify the Professional to the public in           connection with the advertising, promotion, publicizing, sale and           distribution of Haley apparel by the Company.

              c.  Upon reasonable written request of the Company which shall be          tendered at least 30 days prior the date requested, the Professional           shall make himself available for the purpose of posing for print ads,          making commercials and other promotional materials, or attending           promotional events organized by the Company once per calendar year.  In          the event of such requests by the Company, the company shall be           responsible for the payment of all reasonable travel, lodging and           meal expenses incurred in connection with the Professional rendering          services described in this subsection. Should the services of the          Professional be required for longer than one day, the Professional           shall be entitled to his daily appearance fee, plus reasonable           expenses, for each day in excess of one day.

              d.  The Professional shall have the opportunity to select from           the Company's semi-annual golf sportswear collections for the purposes          of obtaining a wardrobe of Haley apparel suitable to the Professional           at the Company's expense. The Company shall have the right to place on          the left chest and right sleeve of any jackets, shirts, vests, or           sweaters and above the back pocket of any pants selected by the           Professional the Company's logo and name in use by the Company at that          time.

   2.    RIGHTS OF USAGE.  As described in Section 1(b) above, the Professional          has granted the company an exclusive worldwide right and license          to use his name, autograph, likeness, photographs, electronic media          depiction, signature and any other words, symbols or depiction's          (hereinafter the Professional's Image) which will identify the          Professional to the public in connection with the advertising,           promotion, publicizing, sale and distribution of Haley apparel.  The          Company shall have unlimited rights of utilization of the           Professional's Image in all advertising, promotion, publicity and           other forms of communication with any part during the term of this           Agreement, it being the intent of the Professional that the Company's          utilization of the Professional's Image shall be at the discretion of          the Company.  The right of usage described herein shall be subject to          the requirement that the Company shall not place the Professional's           Image in an unfavorable light.  The Professional or the Professional's          designated agent shall have the right to review any advertising,            promotion or publicity materials utilized by the company which            contain the Professional's Image on reasonable written or oral           request to the Company during the term of this Agreement.

    3.   COMPENSATION OF THE PROFESSIONAL.  In consideration of the rights          granted to the Company and the services to be provided by the           Professional, the Professional shall receive the following           compensation:

    4.   PAYMENTS. All payments to be made to the Professional pursuant to the          terms of this Agreement shall be made to the Professional and           delivered to ________________________________________________________           _____________________________________________________________________





         _____________________________________________________________________

         or at such other address as shall be designated in writing by          Professional.

    5.   RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement          rights granted to the Company for the apparel described herein, the          Professional shall retain all rights in and to the professional's name          and endorsement and the Professional shall not be prevented from           using, permitting or licensing others to  use the Professional name or          endorsement in connection with the advertising, promotion or sale of           any product other than golf apparel as described in Section 1 hereof.           The Professional represents and warrants that no agreement, contract           or understanding exists which would prevent or limit the performance           of any of his obligations under this Agreement.

    6.   TERM. The term of this Agreement shall extend from the date of          execution hereof through and until _______, unless extended by written          agreement of the parties. The parties shall use their best efforts to          reach agreement on the terms of any such extension. In the event the           Professional should for any reason become a non-exempt PGA Tour player,          the Company shall have the right to terminate this Agreement at its          discretion at any time during the initial term or any extension           thereof.  Additionally, if either part shall fail to observe or           perform any of the agreements or obligations undertaken by such party          hereunder, and such failure or default shall continue for a period of          30 days following notice from the non-defaulting party to the           defaulting party during which such failure or default shall not have           been cured by the defaulting party, then the non-defaulting party           shall have the right to terminate this Agreement following the           expiration of such 30-day notice period. The non-defaulting part          hereunder. Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.

    7.   NOTICE. All notices and communications required or permitted to be          given hereunder shall be in writing, signed by the sender, and           delivered by registered or certified mail to:

    If to the Company:       Robert G. Tomlinson, Chairman and CEO                              Sport-Haley, Inc.                              4600 East 48th Avenue                              Denver, CO 80216

    With a copy to:          Robert W. Walter, Esq.                              Berliner Zisser Walter & Gallegos, P. C.                              Suite 4700                              1700 Lincoln Street                              Denver, CO 80203

    If to the Professional:

    With a copy to:

    or such other address as shall have been furnished in writing by the     parties to each other.

    8.   ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire          agreement between the parties and supersedes all statements, promises          and understandings, whether oral or written, with respect to subject          matter hereof.

    9.   SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the           Professional under any circumstances. The Company shall not be           entitled to assign this Agreement to any other party without the           Professional's express prior written consent, except any assignment           by the Company as a result of a stock exchange, merger, consolidation,          or sale of substantially all of the assets of the Company, in which           case not such consent shall be required.

    10.  SEVERABILITY. Should any one or more of the provisions of this           Agreement be determined to be illegal or unenforceable, all other          provisions of this Agreement shall be given effect separately from the          provision or provisions determined to be illegal or unenforceable.

    11.  GOVERNING LAW. This Agreement shall be construed and enforced in            accordance with, and governed by the laws of the State of Colorado           without regard to conflicts of laws principles.

    12.  COUNTERPARTS. This Agreement may be executed simultaneously in two or          more counterparts, each of which shall be an original, but all of which          together shall constitute one and the same Agreement. Facsimile           signatures shall be accepted by the parties hereto as original           signatures for all purposes.

    13.  HEADINGS. The headings in this Agreement are for purposes of           convenience and easy reference only and shall not limit or otherwise





         affect the meaning hereof.

    14.  DISPUTES. In the event of any dispute which arises between the parties          and which relates to the subject matter of this Agreement, the parties          acknowledge and agree that any such dispute shall be submitted for           binding arbitration in accordance with the arbitration procedures           established by the American arbitration Association in Denver,           Colorado.  If such association is not then in existence, an           independent association of arbitrators may be utilized  which is           designated by agreement of the parties. In the event the parties are           unable to agree on an independent association of arbitrators, either           party may apply to a court of competent jurisdiction for appointment          of arbitrators.

IN WITNESS WHEREOF, the Company and the Professional have executed this  Endorsement Agreement as of the day and year first above written.

                                       PROFESSIONAL:

                                       ----------------------------------------

                                       COMPANY:

                                       SPORT-HALEY, INC.

                                       By:                                           ------------------------------------- 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?

A: 7499
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Q: Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Amendment #3 to the Manufacturing Agreement This Amendment #3 to the Manufacturing Agreement (this Amendment #3) is made effective as of December 21, 2017 (Amendment Effective Date), by and between ADMA BioManufacturing, LLC, a Delaware limited liability company, having a place of business at 5800 Park of Commerce Boulevard NW, Boca Raton, Florida 33487 USA (ADMA) and Sanofi Pasteur S.A., a company existing and organized under the laws of France (Sanofi Pasteur), having its registered head office at 14, espace Henry Vallee, 69007, Lyon, France. WHEREAS, ADMA (as successor-in-interest to Biotest Pharmaceuticals Corporation (BPC) and Sanofi Pasteur are parties to that certain Manufacturing Agreement, effective September 30, 2011, as previously amended (including by that certain Amendment #2 to the Manufacturing Agreement, effective as of August 1, 2016, by and between BPC and Sanofi Pasteur (Amendment #2)) (the Agreement) for the production of Rabies Fraction II Paste (the Product, as further defined in the Agreement) for Sanofi Pasteur from human plasma containing rabies antibodies; WHEREAS, BPC and Sanofi Pasteur are Parties to that certain Plasma Supply Agreement, effective January 20, 2009, as amended (the Plasma Supply Agreement), for the production of human Rabies Hyperimmune Plasma (Rabies Plasma) by BPC for Sanofi Pasteur to be used in the manufacturing of Rabies Immunoglobulin; WHEREAS, the Rabies Plasma manufactured by BPC under the Plasma Supply Agreement may be transferred to ADMA to be fractionated into Product under the Agreement; WHEREAS, ADMA and Sanofi Pasteur desire to further amend the Agreement in order to memorialize the amendment of certain provisions in the Agreement; NOW, THEREFORE, in consideration of the respective promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows: 1. All capitalized terms used and not defined in this Amendment shall have the meaning as set out in the Agreement. 2. The supply terms set forth in Section 1 of Amendment #2 (the Prior Supply Terms) are hereby deleted in their entirety. In their place, the Parties agree to the following (and Section 2.1 of the Agreement is hereby amended as needed to implement the following): Sanofi Pasteur agrees to purchase and ADMA to manufacture [***] Batches of Product, which Batches will be produced over a period from Q3 2018 to Q3 2019. Attached hereto as Exhibit A is a detailed supply plan provided to ADMA by Sanofi Pasteur (the Updated Supply Plan) that describes the agreed-upon timing for production of such Batches of Product, which supply plan is made an integral part hereof and shall be binding on the Parties. Prices for such [***] Batches of Product shall be in accordance with Section 3.2 of the Agreement (as amended in Amendment #2).

BPC Initials ___ Sanofi Pasteur Initials ___ 1





Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Parties agree to amend the Agreement to impose on ADMA an obligation to supply a minimum of [***] Batches of Product for that period stalling from Q4 2018 up to Q4 2019, as further specified in Exhibit A attached hereto. Should ADMA fail to supply a minimum of [***] Batches of Product (the Minimum Volume) of Product during the time period as specified in this Amendment #3, ADMA agrees that Sanofi Pasteur shall be entitled to obtain from ADMA as liquidated damages, and not a penalty, amounting to $[***] ([***]) USD. ADMA accepts and declares that the amount of the liquidated damages is a fair and equitable compensation, and not a penalty, for such failure in reaching the volume commitment within the timelines agreed herein and in regard to the value and use of the Source Plasma. In addition to the Minimum Volume of Product to be manufactured by ADMA, should ADMA deliver the Minimum Volume of Product but fail to meet the Updated Supply Plan as provided in Exhibit A as attached hereto and made an integral part hereof, then it is agreed upon by the Parties that ADMA shall pay to Sanofi Pasteur an amount equal to $[***] ([***]) USD for each Batch of Product that is less than the agreed upon quantity in Exhibit A, as liquidated damages, and not as a penalty. The foregoing liquidated damages [***] respect to the [***] within the [***] agreed in this Amendment #3. [***] not be entitled to [***] by this Agreement as a result of [***], including without limitation [***]. Notwithstanding the foregoing, [***], sections 6.1 and 6.2 of the Agreement [***]. 3. Furthermore, should ADMA's compliance status under the FDA Warning Letter be escalated, and if such consequence limits ADMA's ability to supply the Batches of Product as specified in this Amendment #3 and the Updated Supply Plan or in case of failure by ADMA to supply any Batch of Product under this Amendment, Sanofi Pasteur shall be entitled to terminate immediately this Agreement upon written notice to ADMA and Sanofi Pasteur shall not be obligated to provide any additional payments (as outlined in Section 5 below and payments for any of the unproduced or delivered production batches) to ADMA from the date of such termination. In such a case, the remaining Source Plasma shall be immediately returned to Sanofi Pasteur, under ADMA's liability and expenses. Shipment of the Source Plasma to Sanofi Pasteur shall be made in compliance with the transportation conditions as provided in the Quality Agreement (as defined below), to be further amended by the Parties as contemplated in Section 9 below.

BPC Initials ___ Sanofi Pasteur Initials ___ 2





Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4. In the event of a non-conformance in the Source Plasma at the time of delivery of the Source plasma at ADMA's place, or in the event of damaged Source Plasma, which non-conformance, damage or loss in the Source Plasma occurred prior to the transfer of risks in the Source Plasma to ADMA as per Section 7 below, it is agreed upon by the Parties that Sanofi Pasteur shall not be responsible, nor liable, to compensate or indemnify ADMA for the loss of business arising from the fact that, in such a case, the Source Plasma will no longer be manufactured by ADMA and consequently Sanofi Pasteur will not pay for the unproduced batch. 5. In consideration for certain quantities of Product that ADMA would have been contractually obligated to supply, and that Sanofi Pasteur would have been contractually obligated to purchase, under the Agreement, but that will now not be supplied and purchased as a result of the Parties' agreement in Section 2 above, Sanofi Pasteur agrees to pay ADMA an amount of seven million (7,000,000 USD) (the Compensation Fee) in five installments and will be invoiced as follows: (a) [***] USD upon execution of this Amendment #3 (b) [***] USD on March 1, 2018 (c) [***] USD on June 1, 2018 (d) [***] USD on September 1, 2018 (e) [***] USD on December 1, 2018 Such payments shall be made in accordance with Section 3.4 of the Agreement; provided, however, that the initial payment described in Section 5(a) above shall be due no later than December 31,2017. Each invoice shall reference this Amendment 3 and shall be sent at the following address: Sanofi Pasteur SA DSFF Pole de Lyon - Carteret Tri C5-2-01 14 Espace Henry Vallee CS 90119 69361 LYON CEDEX 07 - FRANCE Upon payment of the Compensation Fee, ADMA shall be fully compensated for any kind of prejudice or damages ADMA may suffer arising from or related to the decrease in the quantities of Product Sanofi Pasteur committed to purchase initially from ADMA as per the Prior Supply Terms. ADMA declares that the Compensation Fee is fair and equitable. 6. Upon full payment of the Compensation Fee, each Party, with the intention of binding itself, its Affiliates, shareholders, successors and assigns, hereby releases, remises and forever discharges the other Party, and its Affiliates, employees, directors, shareholders, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, claims and demands whatsoever, in law, contract or equity, arising directly out of, or relating to the Updated Supply Plan and/or the amount of the Compensation Fee Sanofi agrees to pay to ADMA.

BPC Initials ___ Sanofi Pasteur Initials ___ 3





Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7. The Parties further agree to amend Section 6.5 of the Agreement as follows: (a) The liability cap set forth under section 6.5 is hereby amended to adapt to the provisions of this Amendment #3 and is therefore set at [***] instead of [***]. (b) The last sentence of Section 6.5 of the Agreement is hereby deleted and replaced with the following: Unless Section 2.7 applies, and subject to any risk of loss assumed by BPC under the Plasma Agreement (as amended) or that certain [Termination, Settlement and Release Agreement] between BPC and Sanofi Pasteur, [of even date herewith], Sanofi Pasteur assumes all risk of loss for all Source Plasma (the Sanofi Pasteur Property) while under storage conditions at BPC's warehouse except in case such loss occurs as a result of BPC negligence or willful misconduct, and Sanofi Pasteur hereby waives any and all rights of recovery against ADMA and its Affiliates, and against any of their respective directors, officers, employees, agents or representative, for any loss or damage to the Sanofi Pasteur Property while under storage conditions at BPC's warehouse. At such time that the Source Plasma is delivered to the ADMA loading dock located at 5800 Park of Commerce Blvd NW, Boca Raton, FL 33487, risk of loss for such delivered Source Plasma shall, as between Sanofi Pasteur and ADMA, transfer to ADMA. ADMA agrees to assume the risks of loss to the Sanofi Pasteur Property and shall reimburse Sanofi Pasteur, at the dollar value, the Source Plasma in case of damage or loss. In consideration of the foregoing, Section 6.5 is deleted in its entirety and replaced by the following: 6.5 Limitation of Liability: In no event shall either party be liable to the other party for incidental, indirect, special and consequential or punitive damages, including without limitation any claims for damages based upon lost profits or lost business opportunity. Except for the obligation of indemnity as set forth in Section 6.1 (c) with respect to claims by third parties for personal injury, illness or death (but not including property damage) resulting from the manufacture of the Product by BPC, aggregate damages for which ADMA shall be liable to Sanofi Pasteur hereunder, including without limitation costs of Source Plasma yield loss and/or rejected Batches, shall not exceed [***]. All claims by Sanofi Pasteur for breach or default under this Agreement shall be brought within [***] year after the cause of action comes into existence or otherwise shall be waived. This limitation of liability will not apply for damages that result from the gross negligence or the willful misconduct of a Party.

BPC Initials ___ Sanofi Pasteur Initials ___ 4





Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Furthermore, unless Section 2.7 applies, and subject to any risk of loss assumed by BPC under the Plasma Agreement (as amended) or that certain [Termination, Settlement and Release Agreement] between BPC and Sanofi Pasteur, [of even date herewith], Sanofi Pasteur assumes all risk of loss for all Source Plasma (the Sanofi Pasteur Property) while under storage conditions at BPC's warehouse except in case such loss occurs as a result of BPC negligence or willful misconduct, and Sanofi Pasteur hereby waives any and all rights of recovery against ADMA and its Affiliates, and against any of their respective directors, officers, employees, agents or representative, for any loss or damage to the Sanofi Pasteur Property while under storage conditions at BPC's warehouse. At such time that the Source Plasma is delivered to the ADMA loading dock located at 5800 Park of Commerce Blvd NW, Boca Raton, FL 33487, risk of loss for such delivered Source Plasma shall, as between Sanofi Pasteur and ADMA, transfer to ADMA. ADMA agrees to assume the risks of loss to the Sanofi Pasteur Property and shall reimburse Sanofi Pasteur, at the dollar value, the Source Plasma in case of damage or loss. 8. The Parties further agree to amend that certain Quality and Technical Agreement between Sanofi Pasteur and ADMA (as successor to BPC) effective as of September 15, 2015 (the Quality Agreement) to modify the address where the Source Plasma shall be stocked and the conditions associated therewith, as well as to ensure consistency with the other terms of this Amendment. The Parties shall use best efforts to complete such amendment to the Quality Agreement within 60 days after the Amendment Effective Date. 9. All other terms of the Agreement shall remain in full force and effect except to the extent superseded by the terms of this Amendment #3. IN WITNESS WHEREOF, the parties hereby have caused this Amendment #3 to the Agreement to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective Parties. Made in two original copies. Sanofi Pasteur, S.A. By:/s/ Vincent Hingot Name: Vincent Hingot Title: Senior Vice President Industrial Affairs Date: 22 Dec. 2017

ADMA BioManufacturing, LLC By: /s/ Adam Grossman Name: Adam Grossman Title: President & CEO Date: 12-21-2017

BPC Initials ___ Sanofi Pasteur Initials ___ 5





Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Exhibit A [***] ADMA Initials ___ Sanofi Pasteur Initials ___ A-1 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

A: 3814
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Q: Exhibit 99.3

EXECUTION COPY

INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT (this Intellectual Property Agreement), dated as of December 20, 2007, is made by and between NMS COMMUNICATIONS CORP., a Delaware corporation (Seller), and VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation (Backhaul).

RECITALS:

WHEREAS, Seller and Verso Technologies, Inc., a Minnesota corporation (Buyer), have entered into that certain Asset Purchase Agreement, dated as of the date hereof (the Asset Purchase Agreement), pursuant to which Buyer has the right to acquire the Purchased Assets of Seller and its Subsidiaries, as more particularly described in the Asset Purchase Agreement (all capitalized words and terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement); and

WHEREAS, Buyer has designated Backhaul as a Buyer Designee for purposes of the Asset Purchase Agreement, and Buyer has assigned to Backhaul the right to receive the Purchased Assets pursuant to that certain Assignment of Asset Purchase Agreement between Buyer and Backhaul dated as of the date hereof.

ASSIGNMENT:

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller does hereby transfer, sell, assign, convey and deliver to Backhaul all right, title and interest in, to and under the Assigned Intellectual Property, including, without limitation, the Trademarks and Patents set forth on Schedules A and B hereof, respectively, and all goodwill of the Purchased Business associated therewith. Seller hereby covenants and agrees, that from time to time forthwith upon the reasonable written request of Backhaul or Buyer, that Seller will, at Backhaul's cost and expense, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Backhaul or Buyer in order to transfer, assign, convey and deliver unto and vest in Backhaul title to all right, title and interest of Seller in, to and under the Assigned Intellectual Property.

This Intellectual Property Agreement is subject in all respects to the terms and conditions of the Asset Purchase Agreement and is intended only to document the assignment of the Assigned Intellectual Property. Nothing contained in this Intellectual Property Agreement shall be deemed to supersede any of the obligations, agreements, representations, covenants or warranties of Seller and Buyer contained in the Asset Purchase Agreement.

This Intellectual Property Agreement shall be construed and interpreted according to the laws of the State of Georgia, applicable contracts to be wholly performed within the State of Georgia.







This Intellectual Property Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Intellectual Property Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Intellectual Property Agreement.

[Signature Page to Follow]

2







IN WITNESS WHEREOF, the parties hereto have executed and delivered this Intellectual Property Agreement as of the date first written above.



  NMS COMMUNICATIONS CORP.       By: /s/ Robert Schechter       Name: Robert Schechter       Title: CEO/President             VERSO BACKHAUL SOLUTIONS, INC.       By: /s/ Martin D. Kidder       Name: Martin D. Kidder       Title: President







STATE OF Massachusetts:

COUNTY OF Middlesex:

On the 20th day of December, 2007, before me personally came Robert Schechter, to me known (or satisfactorily proven), who being by me duly sworn, did depose and say that he/she is the CEO/President of NMS Communications Corporation, the corporation described in, and which executed the foregoing instrument, and that he/she was fully authorized to execute this Intellectual Property Agreement on behalf of said corporation.



  /s/ Jason A. Minio (SEAL)       Jason A. Minio Notary Public Commonwealth of Massachusetts My Commission Expires November 1, 2013



STATE OF Georgia:

COUNTY OF Cobb:

On the 20th day of December, 2007, before me personally came Martin Kidder, to me known (or satisfactorily proven), who being by me duly sworn, did depose and say that he/she is the CFO of Verso Technologies, the corporation described in, and which executed the foregoing instrument, and that he/she was fully authorized to execute this Intellectual Property Agreement on behalf of said corporation.



  /s/ Susanne G. Davis (SEAL)       Susanne G. Davis Notary Public, Cobb County, GA My Commission expires Aug. 10, 2010









SCHEDULE A



[INTENTIONALLY OMITTED]







SCHEDULE B



[INTENTIONALLY OMITTED] 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?

A:
1625
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