Subsidiary Formation Agreement

EXHIBIT 10.2


SUBSIDIARY FORMATION AGREEMENT


This Subsidiary Formation Agreement (the "Agreement") is made and entered into this 26th day of June, 1996 by and between Moscom Corporation, a Delawarecorporation, and Votan Corporation, a Delaware corporation.
WHEREAS, MOSCOM desires to transfer to Votan, and Votan desires to acquire certain assets and liabilities of MOSCOM relating to the business and operations of the Votan division of MOSCOM.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. As used in the Agreement, the following terms shall have the following meaning:
a. "Assets" shall mean (i) all Intellectual Property; (ii) all licenses, franchises, permits, approvals or other similar authorizations; (iii) all books, records, files and papers, whether in hard copy or computer format, including, without limitation, research and development information, all materials and analyses prepared by consultants and other third parties, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records, and any tax-related information; (iv) all goodwill; (v) all claims and choses in action; (vi) all accounts, prepaid expenses, notes and other receivables; (vii) all security deposits; (viii) all raw materials, parts, work-in-


process, finished goods, supplies and other inventories; (ix) all rights under all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments ("Contracts"), including but not limited to the Contracts set forth on Exhibit A attached hereto; (x) all rights, claims, credits, causes of action or rights of set-off against third parties and (xi) all equipment, machinery, improvements, furniture and fixed assets set forth on Exhibit A-1.
b. "Assumed Liabilities" shall have the meaning ascribed to such term in Section 3 below.
c. "Business of Votan" shall mean the business and operations of the Votan Division, as currently conducted and proposed to be conducted and all activities associated therewith.
d. "Closing" shall mean the closing of the transactions contemplated hereunder on the Closing Date.
e. "Closing Date" shall mean June 26, 1996.
f. "Intellectual Property" shall mean all (A) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility, model, certificate of invention and design patents, patent applications, registrations and applications for registration, (B) trademarks, service marks, trade dress, logos, trade names, service names and corporate names and registrations and applications for registration thereof, (C) copyrights and registrations and applications for registration thereof, (D) mask works and registrations and applications for registration thereof, (E) computer software, data and documentation, (f) trade secrets and confidential


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business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (G) other proprietary rights relating to any of the foregoing (including without limitation associated goodwill and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions) and (H) copies and tangible embodiments thereof.
g. "Licensed Technology" shall mean any portion of the Intellectual Property used or useful in connection with the following products of the Votan Division: (i) TeleVoice (Voice Controlled IVR System); (ii) Model 2400 Telephone Interface Voice Recognition Board; (iii) Model 2450 Microphone/Speaker Interface Voice Recognition Board; (iv) Model 5400 Telephone Interface Verification Board; and (v) Model 5450 Microphone/Speaker Interface Verification Board.
h. "Moscom" shall mean Moscom Corporation, a Delaware corporation.
i. "Opening B ...