"On February 23, 1998, JTS Corporation (the "Company") sold substantially all of the assets of the Company's Atari Division, consisting primarily of Atari home computer games and the intellectual property rights and license agreements associated with such games (the "Atari Assets"), to HIACXI, Corp. ("HIAC"), a wholly-owned subsidiary of Hasbro Interactive, Inc., for $5,000,000 in cash. The purchase price was determined based upon arm's-length negotiations between the Company and HIAC. The Atari Assets were acquired by the Company in July1996 when the Company merged with Atari Corporation. There is no material relationship between HIAC and the Company, any of its affiliates, any director or officer of the Company, or any associate of any such director or officer."
"Atari Hardware Platforms" means the following hardware platforms: Atari 2600, 5200, 7800, Lynx hand-held and Jaguar game system hardware, Atari 800, ST and Falcon 030 computer family hardware, TOS operating system, 8-bit operating system, and Portfolio palmtop computer.
"Excluded Assets" means the following assets:
"excluding furniture, money, disk drives etc... and
(f) Hardware embodying Intellectual Property (other than Seller's Intellectual Property) that is licensed from third Persons."
"Hasbro does not get Intellectual Proerty, that is licensed from third persons. - Of course Hasbro could not get any third person companies intellectual property."
"Seller's Intellectual Property. "
"Intellectual Property" means any or all of the following and all statutory and/or common law rights throughout the world in, arising out of, or associated therewith:
(i) all 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 and improvements, all trade secrets, proprietary information, know-how and technology;
(iii) all works of authorship, "moral rights", copyrights (including derivative works thereof), mask works, copyright and mask work registrations and applications;
(iv) all industrial designs and any registrations and applications therefor;
(v) all trade names, logos, trademarks and service marks, trademark and service mark registrations and applications together with the good will of the business symbolized by the names and the marks;
(vi) 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;
(vii) Uniform Resource Locators, World Wide Web site addresses and domain names;
(viii) any similar, corresponding or equivalent rights to any of the foregoing;
(ix) all documentation related to any of the foregoing; and
(x) all goodwill associated with any of the foregoing.
"Key Marks" means each of the following marks: Atari, the Fuji logo, Asteroids, Battlezone, Breakout, Centipede, Combat, Crystal Castles, Millipede, Missile Command, Night Driver, Pong, Ultra Pong, Tempest, Warlords and Yar's Revenge.