Asset Contribution Agreement

EXHIBIT 2.5


ASSET CONTRIBUTION AGREEMENT


THIS ASSET CONTRIBUTION AGREEMENT (this "Agreement") is entered into and is
--------- effective as of June 3, 2000 (the "Effective Date") by and between CABLETRON
-------------- SYSTEMS, INC., a Delaware corporation ("CSI"), and RIVERSTONE NETWORKS, INC., a
--- Delaware corporation and a wholly owned subsidiary of CSI (the "Company").
-------


RECITALS


WHEREAS, the parties desire to enter into this Agreement in order to cause the transfer of certain assets related to the Company Business (as defined herein) to the Company and the assumption by the Company of certain liabilities including those related to the Company Business on the Transformation Date (as defined herein), giving effect to such transfer and assumption as of the Effective Date;


WHEREAS, CSI and the Company are entering into this Agreement pursuant to that certain Transformation Agreement (the "Transformation Agreement") dated as
------------------------ of the date hereof by and among CSI, the Company and the other Newcos (as defined herein);


WHEREAS, CSI and the Company desire such transfer of assets and liabilities to qualify as a tax free contribution under Section 351 of the Internal Revenue Code of 1986, as amended.


NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, the parties hereto further agree as follows:


1. Definitions. For the purposes of this Agreement, the following terms shall
-----------
have the following meanings:


1.1. "Action" shall mean any claim, action, cause of action or suit by or
------
before any Governmental Authority.


1.2. "Agreement" has the meaning assigned to such term in the preamble.
---------


1.3. "Ancillary Agreements" has the meaning assigned to such term in the
--------------------
Transformation Agreement.


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1.4. "Aprisma" means Aprisma Management Technologies, Inc.
-------


1.5. "Assignment and Assumption Agreement" has the meaning assigned to
-----------------------------------
such term in Section 6.3.


1.6. "Assumed Liabilities" has the meaning assigned to such term in
-------------------
Section 4.


1.7. "Bill of Sale" has the meaning assigned to such term in Section 6.3.
------------


1.8. "Closing" has the meaning assigned to such term in the Transformation
-------
Agreement.


1.9. "Company" has the meaning assigned to such term in the preamble.
-------


1.10. "Company Business" means the business described on Exhibit A hereto.
---------------- ---------


1.11. "Company Transferred Subsidiaries" means each of the subsidiaries of
--------------------------------
CSI listed on Schedule 2.3 hereto and each direct and indirect
subsidiary of such entities.


1.12. "Contracts" means any contract, agreement, lease, license, sales
---------
order, purchase order, instrument or other commitment.


1.13. "Contributed Assets" has the meaning assigned to such term in Section
------------------
2.


1.14. "Contributed Contracts" has the meaning assigned to such term in
---------------------
Section 2.9.


1.15. "Contributed Intellectual Property" means, collectively, Contributed
---------------------------------
Registered Intellectual Property, Contributed Other Intellectual
Property, and Contributed Third Party Tools.


1.16. "Contributed Other Intellectual Property" has the meaning assigned to
---------------------------------------
such term in Section 2.7.1.


1.17. "Contributed Registered Intellectual Property" has the meaning
--------------------------------------------
assigned to such term in Section 2.8.1.


1.18. "Contributed Registered SSR Intellectual Property" has the meaning
------------------------------------------------
assigned to such term in Section 2.8.2.


1.19. "Contributed Third Party Tools" has the meaning assigned to such
-----------------------------
term in Section 2.6.


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1.20. "Contribution Agreements" has the meaning assigned to such term in
-----------------------
the Transformation Agreement.


1.21. "CSI" has the meaning assigned to such term in the preamble.
---


1.22. "Effective Date" has the meaning assigned to such term in the
--------------
preamble.


1.23. "Enterasys" means Enterasys Networks, Inc.
---------


1.24. "Enterasys Contribution Agreement" has the meaning assigned to such
--------------------------------
terms in the Transformation Agreement.


1.25. "Excluded Assets" has the meaning assigned to such term in Section
---------------
3.


1.26. "Excluded Liabilities" has the meaning assigned to such term in
--------------------
Section 5.


1.27. "GNTS" means GlobalNetwork Technology Services, Inc.
----


1.28. "Governmental Authority" means any domestic or foreign federal,
----------------------
state or local government, regulatory or administrative agency or
court.


1.29. "Initial Intercompany Amount" has the meaning assigned to such term
---------------------------
in Section 8.5.


1.30. "Intellectual Property" means any or all of the following and all
---------------------
rights in, arising out of, or associated therewith: (i) all United
States and foreign patents and applications therefor and all
reissues, divisions, renewals, extensions, provisionals,
continuations and continuations-in-part thereof; (ii) all inventions
(whether patentable or not), invention disclosures, improvements,
trade secrets, proprietary information, know how, technology,
technical data and customer lists; (iii) all copyrights, copyright
registrations and applications therefor and all other rights
corresponding thereto throughout the world; (iv) all semiconductor
and semiconductor circuit designs; (v) all rights to all mask works
and reticles, mask work registrations and applications therefor; (vi)
all industrial designs and any registrations and applications
therefor throughout the world; (vii) all trade names, logos, common
law trademarks and service marks, trademark and service mark
registrations and applications therefor and all goodwill associated
therewith throughout the world; (viii) all databases and data
collections and all rights therein throughout the world; (ix) all
computer software including all source code, object code, firmware,
development tools, files, records and data, all media on which any of
the foregoing is recorded; (x) all Web addresses, sites


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and domain names; (xi) any similar, corresponding or equivalent
rights to any of the foregoing; and (xii) all documentation related
to any of the foregoing.


1.31. "Intercompany Account" has the meaning assigned to such term in
--------------------
Section 2.4.2.


1.32. "Intercompany Amount" shall mean an amount, which may be positive or
-------------------
negative, equal to (i) the Initial Intercompany Amount plus (ii) the
----
net amount (which amount may be negative) of any cash received by CSI
with respect to the Company Business during the period from June 3,
2000 through the Transformation Date minus any cash spent by CSI with
respect to the Company Business during the period from June 3, 2000
through the Transformation Date minus (iii) any obligations in
-----
respect of accounts payable and other current liabilities incurred by
CSI with respect to the Company Business during the period from June
3, 2000 through the Transformation Date not assumed by the Company
pursuant to this Agreement.


1.33. "Inventory" means inventories, raw materials, supplies, manufactured
---------
and purchased parts, works in progress and finished goods.


1.34. "June 3 Balance Sheet" has the meaning assigned to such term in
--------------------
Section 8.5.


1.35. "June 3 Net Working Capital" has the meaning assigned to such term in
--------------------------
Section 8.5.


1.36. "June 3 Target Net Working Capital" means $60,000,000.
---------------------------------


1.37. "Liability" means any debt, liability or obligation whether known or
---------
unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, whether incurred directly or consequential and whether
due or to become due, including, without limitation, any liability
arising out of applicable statutory, regulatory or common law, any
contractual obligation and any obligation arising out of tort.


1.38. "Net Working Capital" means (a) the total combined current assets of
-------------------
the Company minus (b) the total combined current liabilities of the
Company.


1.39. "Newcos" means, collectively, Aprisma, Enterasys, GNTS and the
------
Company.


1.40. "Office Equipment" means furniture and other office equipment,
----------------
including without limitation desks, tables, chairs, computers,
servers and related peripherals and copiers, but excluding fixtures.


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1.41. "Permits" means permits, licenses, authorizations and certifications
-------
issued by a Governmental Authority or other standard setting
organization.


1.42. "Products" means the products of the Company Business as described on
--------
Exhibit A hereto.


1.43. "Riverstone" means Riverstone Networks, Inc.
----------


1.44. "Shared Services Agreement" means the one of the Shared Services
-------------------------
Agreements (as defined in the Transformation Agreement) to which the
Company is party.


1.45. "Shares" has the meaning assigned to such term in Section 6.1.
------


1.46. "SSR Intellectual Property" means all Intellectual Property of CSI
-------------------------
related to Products that are also "Products" of Enterasys under the
Enterasys Contribution Agreement.


1.47. "Statement" has the meaning assigned to such term in Section 8.5.
---------


1.48. "Tax Sharing Agreement" has the meaning assigned to such term in the
---------------------
Transformation Agreement.


1.49. "Third Party Tools" means rights with respect to third party computer
-----------------
applications, programs, other software, and other design tools,
including operating software, network software, firmware, middleware,
design software, systems documentation and instructions.


1.50. "Transfer Impediment" has the meaning assigned to such term in
-------------------
Section 8.3.1.


1.51. "Transformation Agreement" has the meaning assigned to such term in
------------------------
the recitals.


1.52. "Transformation Date" has the meaning assigned to such term in the
-------------------
Transformation Agreement.


1.53. "Vehicles" means automobiles, trucks, tractors, trailers and other
--------
vehicles.


2. Contributed Assets. Upon and subject to the terms and conditions of this
------------------
Agreement, and except as provided in Sections 3, 8.3 and 8.4 hereof,
effective as of the Transformation Date, CSI hereby agrees to assign,
transfer, convey and deliver and to cause all of its direct and indirect
subsidiaries other than the Company Transferred


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Subsidiaries to assign, transfer, convey and deliver to the Company (or the
applicable subsidiary of the Company pursuant to Section 8.2 hereof) all of
(or in the case of Sections 2.7.2 and 2.8.2, a one-half undivided interest
in) their respective rights, title and interest in the following properties
and assets (the "Contributed Assets") to the extent not already held by
------------------
the Company:


2.1. Tangible Personal Property. All Office Equipment, Vehicles and other
--------------------------
tangible personal property which is used primarily by the Company
Business at the Transformation Date, in any event, including without
limitation such tangible personal property specifically identified on
Schedule 2.1 hereto, but excluding fixtures.


2.2. Inventory. Except as otherwise provided on Schedule 2.2 hereto, all
---------
inventory associated with the Products at the Transformation Date.


2.3. Stock of CSI Subsidiaries. All of the capital stock of the
-------------------------
subsidiaries of CSI set forth on Schedule 2.3 hereto (including,
except as otherwise provided on Schedule 2.3, the subsidiaries
thereof).


2.4. Certain Current Assets.
----------------------


2.4.1. All accounts receivable (including intercompany receivables)
and prepaid expenses relating primarily to the Company
Business as of the Transformation Date.


2.4.2. An intercompany account (the "Intercompany Account") to be
--------------------
maintained and managed by CSI as provided in the Shared
Services Agreement with a balance equal to the Intercompany
Amount as finally determined pursuant to Section 8.5.


2.5. Permits, etc. All rights under the Permits described on Schedule 2.5
------------
hereto.


2.6. Third Party Tools. All rights with respect to Third Party Tools used
------------------
exclusively by the Company Business at the Transformation Date,
including without limitation those Third Party Tools set forth on


Schedule 2.6 hereof (collectively, the "Contributed Third Party
------------ -----------------------
Tools").


2.7. Other Intellectual Property.
---------------------------


2.7.1. All rights in respect of all Intellectual Property of CSI,
other than registered Intellectual Property and applications
therefor, exclusively related to the Products or otherwise
exclusively used by the Company


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Business at the Transformation Date (collectively, with the
Intellectual Property contributed to the Company pursuant to
Section 2.7.2, the "Contributed Other Intellectual Property")
---------------------------------------
and any remedies against any and all past, present and future
infringements thereof and rights to protection of interest
therein; provided, however, that such rights are subject to
any license or sublicense or other rights granted with
respect thereto.


2.7.2. A one-half undivided interest in (it being understood that
the other one-half undivided interest shall be contributed to
Enterasys pursuant to the Enterasys Contribution Agreement)
all SSR Intellectual Property (other than registered SSR
Intellectual P ...