3DO Co. Asset PurchaseAgreement - Samsung Electronics Co. Ltd. and The 3DO Co. _Apr25_ 1997_[1]

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ASSET PURCHASE AGREEMENT BY AND BETWEEN SAMSUNG ELECTRONICS CO., LTD. AND THE 3DO COMPANY Dated as of April 25, 1997 2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is entered into as of this 24th day of April, 1997 ("Execution Date"), by and between Samsung Electronics Co., Ltd. ("Samsung"), a corporation organized under the laws of the Republic of Korea and having a place of business at San # 24, NongseoLee, Kiheung-Eup, Yongin-City, Kyungki-Do, Korea and The 3DO Company ("3DO"), a California corporation having its principal place of business at 600 Galveston Drive, Redwood City, CA 94063, U.S.A. RECITALS A. 3DO is currently in the business of, among other things, designing and licensing the manufacture, marketing and sale, of semiconductor devices and systems that use those devices, which business is operated as the 3DO Systems Division (the "3DO Systems Division"). B. 3DO wishes to sell to Samsung and Samsung wishes to acquire, certain tangible and intangible assets of 3DO related to the business of the 3DO Systems Division. C. Pursuant to the terms of the Stock Purchase Agreement among Samsung, Samsung Semiconductor, Inc. ("SSI"), a California corporation, AGT, Inc. ("Newco"), a Delaware corporation, and the current stockholders of Newco of even date herewith (the "Newco Agreement"), concurrent with closing of the purchase and sale of the assets of 3DO pursuant to this Agreement, Samsung intends to transfer all of such assets to Newco as part of the consideration for the issuance of shares of Series A Preferred Stock of Newco to Samsung. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants, and other terms and conditions, set forth herein, Samsung and 3DO (each a "Party" and together the "Parties") agree as follows: AGREEMENT I. DEFINITIONS For the purpose of this Agreement, the following definitions shall apply. I.1 "Affiliate" of any Person means any other Person which directly or indirectly controls, is controlled by or is under common control with, such Person. The term "control" (including its correlative meanings "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management, business -1 3 affairs, or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). I.2 "Business Day" means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of California or the Republic of Korea) on which banks are open for business in San Francisco, California, U.S.A. I.3 "Closing" means the closing of the transactions described in Section IV.4 of this Agreement. I.4 "Closing Date" means the date on which the Closing occurs. I.5 "Corporate Sale" shall mean (i) any acquisition of a Party by another entity by means of merger or consolidation resulting in the exchange of the outstanding shares of such Party for securities or consideration issued, or caused to be issued, by the acquiring corporation or any of its subsidiaries that results in the Party's stockholders immediately prior to such merger or consolidation not holding at least 50% of the voting stock of the surviving corporation immediately after such merger or consolidation, or (ii) any other transaction or series of related transactions that will result in such Party's stockholders immediately prior to such transaction, or series of related transactions, not holding at least 50% of the voting stock of such Party immediately after such transaction or series of transaction (other than a transaction or series of transactions involving the original issue of shares of capital stock by such Party for cash or cancellation of indebtedness), or (iii) a sale or other transfer of all or substantially all of the assets of the Party; for purposes of clause (iii) above, both the quantum of assets involved in a sale or other transfer and the effect of such transfer upon the nature of the business of the Party shall be taken into account in determining whether such transfer involves all or substantially all of such Party's assets. I.6 "Dollars" or "$" means U.S. dollars. I.7 "Governmental Action" means any authorization, consent, approval, order, waiver, exception, variance, franchise, permission, permit or license of, or any registration, filing or declaration with, by or in respect of, any Governmental Authority. I.8 "Governmental Authority" means any national, federal, state or local governmental Person, authority, agency, court, regulatory commission or other governmental body in the United States, the Republic of Korea or other applicable jurisdiction, or any stock exchange or automated quotation system having authority with respect to the applicable matter. I.9 "Governmental Rule" means any statute, law, treaty, rule, code, ordinance, regulation, license, permit, certificate or order of any Governmental Authority or any judgment, decree, injunction, writ, order or like action of any court or other judicial or quasijudicial tribunal. -2 4 I.10 "Intellectual Property Rights" means any rights with respect to intellectual property, including patents, patent applications and other patent rights; copyrights, copyright registrations and copyright rights (including, but not limited to, copyrights, copyright registrations and other copyright rights with respect to computer software, firmware, programming tools, drawings, specifications, databases and documentation) mask work rights and other rights with respect to semiconductors; trade secrets and other rights with respect to confidential or proprietary information; other rights with respect to inventions, discoveries, improvements, know how, formulae, processes, technical information and other technology; and other intellectual property rights, whether or not subject to statutory registration or protection, and all rights under any license or other arrangement with respect to the foregoing; but, unless otherwise expressly provided herein or necessary to otherwise effect the transfer of Intellectual Property Rights contemplated by this Agreement or otherwise necessary to effect the purposes of this Agreement, excluding any trademark, trade name or similar rights with respect to identification of source or origin. I.11 "Person" means any individual, firm, company, corporation, unincorporated association, partnership, trust, joint venture, Governmental Authority or other entity, and shall include any successor (by merger or otherwise) of any such entity. I.12 "Prior 3DO Agreements" means the Technology Licensing Agreement between 3DO and Matsushita Electric Industrial Co., Ltd. dated December 7, 1995, as amended pursuant to the amendments thereof dated April 24, 1996 and March 2, 1997 (the "MEI Agreement"), the Joint Development and License Agreement between 3DO and Cirrus Logic, Inc., dated on or about February 29, 1996 (the "Cirrus Logic Agreement"), and the Semiconductor Purchase and Sales Agreement between 3DO and International Business Machines, Inc., dated on or about June 28, 1996 (the "IBM Agreement"). I.13 "3DO Transferred Assets" means the 3DO Transferred Assets as defined in Section II.1 hereof. I.14 "Use" means, with respect to any Intellectual Property Rights or any embodiments thereof (including, but not limited to, any computer software and other copyrightable subject matter, any semiconductor technology and materials related thereto, and other technology, in tangible, intangible or other form), (a) to reproduce, distribute, perform and display (publicly or otherwise), prepare derivative works of, make (or have made) any product or process based on, using or otherwise subject to such Intellectual Property Rights or any such embodiment, and otherwise to use and exploit such Intellectual Property Rights and (b) to grant licenses (with the right to grant sublicenses) of the right to do the same. -3 5 II. TRANSFER OF ASSETS AND CERTAIN COVENANTS OF 3DO II.1 Transfer of 3DO Transferred Assets. On the Closing Date, 3DO shall transfer and assign to Samsung all right, title and interest in and deliver to Samsung, the following tangible and intangible assets of the business of 3DO ("3DO Transferred Assets") currently operated as the 3DO Systems Division (the "3DO System Division"): (a) Certain computer equipment and other capital equipment owned by 3DO that is used principally in the business of the 3DO Systems Division, as specifically set forth in Exhibit A and certain inventory of the 3DO Systems Division as listed on Exhibit A to the extent not shipped to customers prior to Closing pursuant to orders received by 3DO prior to Closing and scheduled to be shipped prior to Closing ("3DO Owned Physical Assets"); (b) Certain computer equipment and other capital equipment held by 3DO under lease from third parties that is used principally in the business of the 3DO Systems Division, as specifically set forth in Exhibit A ("3DO Leased Physical Assets"), provided that (i) the transfer and assignment of 3DO's leasehold interest in the 3DO Leased Physical Assets and physical delivery of the 3DO Leased Physical Assets shall occur only after 3DO has obtained any required consents of such third parties, and (ii) 3DO pays any fees, penalties or other charges payable in connection with the transfer, assignment and delivery and Samsung (subject to its right of assignment to Newco or any other third party transferee) assumes any further payment and other obligations to such third parties arising after the Closing; and (c) Certain designs, technical developments, netlists, work in progress, and other technology used principally in the business of the 3DO Systems Division, as specifically set forth in Exhibit A, including any related Intellectual Property Rights, and any of the same developed or used through the Closing Date including any related Intellectual Property Rights ("3DO Intangible Assets"), to the extent 3DO has the right to assign such 3DO Intangible Assets, subject to the reservation of Section II.4. Except for the performance of obligations arising after the Closing from the leases or other contracts pursuant to which the 3DO Leased Physical Assets are leased or from licenses or other contracts constituting part of the 3DO Intangible Assets to be assigned to Samsung as specified in Exhibit A (the "Assumed Liabilities"), notwithstanding any provision of this Agreement, neither Samsung nor Newco nor any other Person to whom Samsung or Newco hereafter transfers or assigns any of the 3DO Transferred Assets shall assume or become liable for any liabilities or obligations of 3DO or any of its Affiliates, whether presently fixed and determined, contingent or otherwise. All such liabilities and obligations of 3DO and its Affiliates not expressly assumed by Samsung hereunder, which liabilities and obligations not assumed include, without limitation, all liabilities and obligations under the Prior 3DO Agreements, shall remain liabilities and obligations of 3DO -4 6 and/or such Affiliates, and 3DO and/or such Affiliates shall be solely liable to perform and discharge such liabilities and obligations. II.2 License of Assets. To the extent 3DO (i) does not have the right to assign 3DO Intangible Assets to Samsung in accordance with Section II.1 or (ii) does not have the right to assign 3DO Intangible Assets to Samsung in accordance with Section II.1 without consent and such consent is not obtained, such absolute or conditional lack of a right to transfer such 3DO Intangible Assets is so indicated on Exhibit A, and 3DO grants to Samsung, effective on the Closing Date, an exclusive (subject to the reservation of Section II.4.), perpetual, irrevocable, paid-up, transferable (to and by Newco or any other transferee of Samsung or its transferees), worldwide license (with right of sublicense) of 3DO's rights with respect to such 3DO Intangible Assets to Use such 3DO Intangible Assets, but subject to any limitations with respect thereto set forth in the Prior 3DO Agreements and except for the 3DO Intangible Assets under licenses, which cannot be licensed by 3DO or which require consent to be licensed and as to which consent could not be obtained despite 3DO's performance of its obligations under Section II.8. To the extent any Intellectual Property Rights owned, or licensed by 3DO that are not 3DO Intangible Assets ("Other 3DO Intellectual Property Rights") are necessary for the Use of the 3DO Intangible Assets, 3DO grants to Samsung, effective on the Closing Date, a nonexclusive, perpetual, irrevocable, paid-up, transferable (to or by Newco or any other transferee of Samsung or its transferees), worldwide license (with right of sublicense) to Use the Other 3DO Intellectual Property Rights to the extent necessary for the Use of the 3DO Intangible Assets. II.3 Employee Matters. 3DO shall use reasonable commercial efforts to cause the employees of 3DO listed on Exhibit B (the "3DO Employees") and such other 3DO employees, if any, as the Parties may agree, to accept offers of employment by Newco on and as of the Closing Date. With respect to 3DO employees who accept such employment as of the Closing Date, 3DO shall have no liability to Samsung or Newco, except to the extent required by applicable employment law, to the 3DO employees with respect to employment after the Closing Date and, except as the Parties may expressly otherwise agree in writing, any such personnel employed by Newco shall be independent of, and have no further obligations to, 3DO. With respect to 3DO employees who accept such employment with Newco as of the Closing Date, all obligations of 3DO to such 3DO employees accrued through the Closing Date, including obligations for salaries, sales commissions, payroll taxes, fringe benefits and severance pay shall remain the obligations of 3DO. II.4 Retention of Rights by 3DO. Notwithstanding the assignment, transfer and delivery of the 3DO Transferred Assets to Samsung in accordance with the provisions of this Article II, and notwithstanding the licenses herein granted by 3DO to Samsung or anything else to the contrary contained in this Agreement, 3DO and its successors and assigns hereby retain (and the exclusivity of Samsung's licenses and rights hereunder and thereunder shall not apply to) the non-exclusive rights to use and exploit the 3DO Intangible Assets, to Use any Intellectual Property Rights that relate to the 3DO Intangible Assets, and to retain copies of any tangible items and related technical information of or concerning the 3DO Intangible Assets, to the extent any such rights, items and/or information are necessary to (i) the fulfillment of 3DO's contractual obligations to MEI pursuant to -5 7 the MEI Agreement, provided that any Intellectual Property Rights owned or licensed by 3DO resulting from the modification, enhancement or other improvement to the 3DO Intangible Assets in the course of the performance of 3DO's contractual obligations to MEI shall be deemed automatically licensed to MEI pursuant to the MEI Agreement, shall be deemed to be 3DO Intangible Assets and shall be assigned by 3DO to Samsung or Newco or, if not assignable, shall be licensed to such Person in accordance with Section II.2, (ii) the prosecution, defense, and/or settlement of any claims or actions arising in connection with any separate agreements entered into between 3DO and any third parties prior to the Closing Date of this Agreement; provided that, in no event, may 3DO enter into any settlement or to take any action which limits or otherwise compromises the right, title and interests of Samsung or any transferee or assignee of the 3DO Transferred Assets, including Newco, in the 3DO Transferred Assets or rights of Samsung or any assignee of Samsung, including Newco, under any licenses herein granted by 3DO to Samsung, (iii) the prosecution, defense, and/or settlement of any claims or actions arising in connection with the conduct, activities, products or services of any third party or parties prior to the Closing Date; provided that, in no event, may 3DO enter into any settlement or to take any action which limits or otherwise compromises the right, title and interests of Samsung or any transferee or assignee of the 3DO Transferred Assets, including Newco, in the 3DO Transferred Assets or rights of Samsung or any transferee or assignee of the 3DO Transferred Assets, including Newco, under any licenses herein granted by 3DO to Samsung, (iv) the continued operation of 3DO's existing business activities relating exclusively to software publishing, software development tools and authoring systems for use in the software business, and the fulfillment of 3DO's contractual obligations to its Opera-related licensees, but specifically excluding, without limitation, the semiconductor logic device design, hardware architecture and systems design activities of the 3DO Systems Division, and (v) the operation of 3DO's future business activities relating exclusively to software development tools and authoring systems for use in the software business and/or to other future business activities that are consistent with 3DO's current business, involve only software, do not involve a substantive expansion of 3DO's current business and do not compete with any business being conducted by Samsung. or Newco, provided, however, 3DO acknowledges and agrees that it does not have the right to use and exploit the 3DO Intangible Assets or any Intellectual Property Rights that relate to the 3DO Intangible Rights, in the design, development, manufacture and/or distribution of semiconductor logic devices, video game system architectures or designs, consumer electronic system architectures or designs, or personal computer system architectures or designs and provided further that, despite this Section II.4, 3DO shall not retain any rights to any M2 Derivative Technology except as specifically stated in Section 2.4 of Exhibit A-4. II.5 Conduct of Business. From and after the execution and delivery of this Agreement and until the Closing Date or the termination of this Agreement, whichever shall first occur: (i) 3DO shall not engage in any activities or transactions involving the 3DO Systems Division which shall be outside the ordinary course of the business operations of the 3DO Systems Division without the prior written consent of Samsung, including, without limitation, granting of license right or disposition of any of the 3DO Transferred Assets and termination of the employment of the 3DO Employees or any change in their current terms of employment, and (ii) 3DO will pay and discharge all liabilities and -6 8 obligations related to the 3DO Systems Business or the 3DO Transferred Assets, as they become payable, in accordance with its usual and customary payment policies. II.6 Notice of Certain Adverse Changes, Defaults or Claims. 3DO shall give prompt notice to Samsung of any material adverse change in the business, assets (including intangible assets), liabilities, financial condition, operations, results of operations or prospects (financial or otherwise) (a "Material Adverse Change") of the 3DO Systems Division, or any notice of default received by 3DO subsequent to the date of this Agreement and prior to the Closing Date under any instrument or agreement to which 3DO is a party relating to the 3DO Systems Division, or of the assertion of any claim which, if upheld, would render inaccurate any representation of 3DO herein. II.7 Regulatory Approvals. 3DO shall promptly prepare and file all applications and other documents which may be necessary in order for 3DO to obtain the authorization, approval or consent of any Governmental Authority, which may be required or advisable by or with respect to 3DO in connection with the consummation by it of the transactions contemplated by this Agreement. 3DO shall use its best efforts to obtain all such authorizations, approvals and consents. II.8 Consents. 3DO shall use its best efforts to obtain the consent or approval of any third party whose consent or approval is required in connection with the consummation by 3DO of the transactions contemplated by this Agreement. III. PAYMENT OF PURCHASE PRICE AND CERTAIN COVENANTS OF SAMSUNG III.1 Payment of Purchase Price. Subject to the terms and conditions hereof, in consideration of the transfer assignment and delivery of the 3DO Transferred Assets, at the Closing, Samsung shall pay to 3DO by check or wire transfer twenty million dollars ($20,000,000) in cash. III.2 Regulatory Approvals. Samsung shall promptly prepare and file all applications and other documents which may be necessary in order for Samsung to obtain the authorization, approval or consent of any Governmental Authority, which may be required or advisable by or with respect to Samsung in connection with the consummation by it of the transactions contemplated by this Agreement. Samsung shall use its best efforts to obtain all such authorizations, approvals and consents. III.3 Consents. Samsung shall use its best efforts to obtain the consent or approval of any third party whose consent or approval may be required or advisable in connection with the consummation by Samsung of the transactions contemplated by this Agreement. -7 9 IV. CLOSING AND CLOSING DATE IV.1 Closing. The Closing will be held on the fiftieth (50th) day after the Execution Date ("Target Closing Date") at the offices of SSI in San Jose, California; or at such other date, time and place as the Parties mutually agree. At such time and place, the actions and deliveries referred to in Section IV.4 hereof will take place and the documents referred to in Section IV.4 hereof will be exchanged; provided, that if any of the conditions referred to Section IV.2 or IV.3 shall not have been fulfilled or waived in accordance with such Section IV.2 or IV.3 by the date on which the Closing is then scheduled, either Samsung or 3DO will be entitled to postpone the Closing for a period of not more than twenty (20) Business Days until such condition or conditions will have been met (which each Party will seek to cause to happen at the earliest practicable date) or been waived. The process contemplated by this Section IV.I shall continue until such condition or conditions have been met or been waived, or there is an election to terminate this Agreement in accordance with Section VII.1. IV.2 Conditions to the Obligations of Samsung. The obligation of Samsung to consummate the transactions contemplated hereby is subject to and conditioned upon the satisfaction of each of the following conditions, any or all of which may be waived in writing in whole or in part by Samsung: (a) The representations and warranties of 3DO contained in Article V will be true and correct as of the Closing Date in all material respects as though such representations and warranties were made on and as of such Closing Date, and 3DO shall deliver to Samsung a certificate to such effect executed by its Chief Executive Officer; (b) 3DO will have performed and complied in all material respects with all agreements, covenants and conditions on its part required by this Agreement to be performed or complied with on or prior to the Closing Date; (c) All Governmental Actions necessary for the consummation by Samsung of the transactions contemplated hereby or by the Newco Agreement will have occurred, including obtaining any required approvals of Governmental Authorities, including, but not limited to, Governmental Authorities of the Republic of Korea, the expiration or early termination of any required waiting periods such as, but not limited to, expiration or early termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") or the giving of the notice (the "Exon Florio Notice") of determination not to investigate, or to take no action, under the Exon Florio amendment to the Defense Production Act of 1990, as amended (the "Exon Florio Act"), and be reasonably satisfactory to counsel to Samsung; -8 10 (d) No order shall have been entered, and not vacated by a court or other Governmental Authority of competent jurisdiction, in any action or proceeding which enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement; (e) No claim, action, suit or other proceeding shall be pending or threatened by any Governmental Authority or private person before any court, agency or administrative body which, in the opinion of counsel for 3DO or Samsung, creates any reasonable possibility that the consummation of this Agreement or the transactions contemplated hereby will be restrained. enjoined or otherwise prevented, or that any damages will be recovered or other relief obtained as a result of this Agreement or the transactions contemplated hereby; (f) There shall have been no Material Adverse Change (as defined in Section II.6) with respect to 3DO Systems Division and the 3DO Transferred Assets shall not have been adversely affected in any material way as a result of 3DO's actions or inaction; and (g) Concurrent with the Closing, there shall have occurred the closing of the purchase by Samsung and SSI of the shares of the Series A Preferred Stock of Newco pursuant to the Newco Agreement. IV.3 Conditions to the Obligations of 3DO. The obligation of 3DO to consummate the transactions contemplated hereby is subject to and conditioned upon the satisfaction of each of the following conditions, any or all of which may be waived in writing in whole or in part by 3DO: The representations and warranties of Samsung contained in Article V will be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made at and as of such Closing Date, and Samsung shall deliver a certificate to such effect executed by the chief executive officer of its System LSI Business; (a) Samsung will have performed and complied in all material respects with all agreements, covenants and conditions on its part required by this Agreement to be performed or complied with prior to or on the Closing Date; (b) All Governmental Actions necessary for the consummation by 3DO of the transactions contemplated hereby, will have occurred including obtaining any required approvals of Governmental Authorities, the expiration or early termination of any required waiting periods, such as, but not limited to, expiration or early termination of the waiting period required by the HSR Act, and the giving of the Exon Florio Notice, and be reasonably satisfactory to counsel to 3DO; (c) No order shall have been entered, and not vacated by a court or other Governmental Authority of competent jurisdiction, in any action or proceeding which enjoins, restrains or prohibits consummation of the transactions contemplated by this Agreement; and -9 11 (d) No claim, action, suit or other proceeding shall be pending or threatened by any Governmental Authority or private person before any court, agency or administrative body which, in the opinion of counsel for 3DO or Samsung, creates any reasonable possibility that the consummation of this Agreement or the transactions contemplated hereby will be restrained, enjoined or otherwise prevented, or that any damages will be recovered or other relief obtained as a result of this Agreement or the transactions contemplated hereby. IV.4 Actions and Deliveries at Closing. At the Closing, Samsung and 3DO will take all actions required by Articles II and III hereof, including (i) in the case of Samsung, payment of the cash, and execution and delivery of the certificate required by Section IV.1(a) and (ii) in the case of 3DO, execution and delivery of a bill of sale, endorsements, assignments and other good and sufficient instruments of transfer, conveyance and assignment, in form satisfactory to Samsung and its counsel, as shall be effective to vest in Samsung (good to the 3DO Transferred Assets, free and clear of all liens and encumbrances, and delivery of the certificate required by Section IV 2(a). IV.5 Allocation of Purchase Price. The Purchase Price shall be allocated among the 3DO Transferred Assets in accordance with Exhibit C which shall be agreed upon by Samsung and 3DO on or before the Closing. The Parties shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation, and shall use their reasonable best efforts to sustain such allocation in any subsequent tax audit or tax dispute. IV.6 Tax Liability Arising Out of the Agreement. All stamp, transfer, purchase, use, sale, income, realty transfer or other taxes, federal, state or local, arising out of the transactions contemplated by this Agreement imposed by any Governmental Authority in the United States or any jurisdiction other than the Republic of Korea shall be borne by 3DO. All stamp, transfer, purchase, use, sale, cash, income, realty transfer or other taxes arising out of the transaction contemplated by this Agreement imposed by any Governmental Authority in the Republic of Korea shall be borne by Samsung. IV.7 Further Assurances. 3DO will, from time to time and without further consideration, execute and deliver such other documents, instruments or certificates of transfer, conveyance and assignment, and take such further actions, as Samsung may reasonably request to effect the transfer, conveyance, assignment or vesting in Samsung or Newco of the 3DO Transferred Assets. V. REPRESENTATIONS AND WARRANTIES V.1 Representation of Both Parties. Each of the Parties represents and warrants to the other Party as follows: -10 12 (a) Organization and Authority. It is a corporation duly organized and validly existing under applicable laws, and has all requisite corporate power and authority to carry on its business as now being conducted, to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. (b) Authorization. (i) The execution and delivery of this Agreement and the documents and agreements provided for herein, and the consummation by it of all transactions contemplated hereby or thereby, have been duly authorized by all requisite corporate action. This Agreement, and all such other documents and agreements entered into and undertaken in connection with the transactions contemplated hereby or thereby constitute, or will constitute following the execution and delivery hereof and thereof, valid and legally binding obligations of it, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization and other laws affecting generally the enforcement of the rights of creditors and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies; and (ii) The execution. delivery and performance by it of this Agreement, and the other documents and agreements provided for herein, and the consummation by it of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of any Governmental Rule; (ii) require any notice, filing or other submission to any Governmental Authority, the expiration of any waiting period with respect thereto, or any other Governmental Action, other than under the Korean Foreign Exchange Control laws and regulations, Korean Securities Exchange Commission laws and regulations, the HSR Act or the Exon Florio Act; (iii) violate the provisions of its articles or certificate of incorporation, bylaws, or other charter or governing documents, or any resolution of its board of directors or shareholders; (iv) violate any judgment, decree, order or award of any arbitrator, court or other Governmental Authority; or (v) conflict with or result in the breach or termination of any material term or provision of, or constitute a default under, or cause any acceleration under, any material license, indenture, mortgage, deed of trust, lease, contract, permit, or other instrument or agreement by which it is bound, in each instance (of this clause (iv)) so as to have a material adverse effect on such Party's ability to carry on its obligations under this Agreement, other than as set forth in Exhibit D attached hereto. V.2 Representations of 3DO. 3DO represents and warrants to Samsung as follows: (a) 3DO Intellectual Assets. 3DO owns, or is licensed or otherwise possesses legally enforceable rights to Use, sell or otherwise dispose of all of the 3DO Intangible Assets (but specifically excluding the 3DO Intangible Assets which require third party approval prior to assignment) and all of the Other 3DO Intellectual Property Rights, to the extent necessary, with respect to the Other 3DO Intellectual Property Rights to grant the licenses with respect thereto granted under Section II.2. The 3DO Intangible Assets include all of the Intellectual Property Rights -11 13 that are necessary to conduct the business of the 3DO Systems Division as currently conducted. Exhibit D lists, by reference to the list contained on Exhibit A or otherwise, (i) all patents and patent applications, and all trademarks, registered copyrights, trade names and service marks, which 3DO considers to be material to the 3DO Systems Division as currently conducted and included in the 3DO Intangible Assets, including the jurisdictions in which each such 3DO Intangible Asset has been issued or registered or in which any such application for such issuance and registration has been filed, (ii) all licenses, sublicenses, distribution agreements and other agreements which 3DO considers material to the business of the 3DO Systems Division as currently conducted and as to which 3DO or any of its Affiliates is a party and pursuant to which any person is authorized to use any 3DO Intangible Asset or has the right to manufacture, reproduce, market or exploit any current product of the 3DO Systems Division or any adaptation, translation or derivative work based on such product or any portion thereof, (iii) all licenses, sublicenses and other agreements which 3DO considers material to the business of the 3DO Systems Division as currently conducted and as to which 3DO or any of its Affiliates is a party and pursuant to which 3DO or any of its Affiliates is authorized to use any third party patents, trademarks or copyrights, including software ("3DO Third Party Intellectual Property Rights") which are incorporated in, are, or form a part of either any Intellectual Property Right included in the 3DO Intangible Assets or Other 3DO Intellectual Property Rights or any product of the 3DO Systems Division that is material to the current business of the 3DO Systems Division and its Affiliates, and (iv) all material joint development agreements which 3DO considers material to the business of the 3DO Systems Division as currently conducted and as to which 3DO or any of its Affiliates is a party relating to the 3DO Systems Division. (b) 3DO has not received notice of any pending or threatened actions, suits or proceedings with respect to any of its Intellectual Property Rights subject to this Agreement which could materially and adversely affect 3DO Transferred Assets or the transactions contemplated by this Agreement, other than as set forth in Exhibit D, attached hereto. (c) Title to Assets. 3DO has good and marketable title to all of the 3DO Transferred Assets other than the 3DO Leased Physical Assets, whether real, personal, tangible or intangible and good title to its leasehold estate in the 3DO Leased Physical Assets. All of 3DO Transferred Assets are free and clear of restrictions on or conditions to transfer or assignment and free and clear of mortgages, liens, pledges, encumbrances, claims, conditions or restrictions, except: (i) those for current taxes not yet due and payable; (ii) liens, imposed by law, such as mechanics', workers' and other like liens arising in the ordinary course of business in respect of obligations that are not yet due and payable and (iii) with respect to the 3DO Leased Physical Assets, the conditions and rights imposed by the leases respecting the 3DO Leased Physical Assets. (d) Absence of Undisclosed Liabilities. 3DO has no material liability or obligation, either accrued, absolute, contingent or otherwise, relating to 3DO Transferred Assets, except as set forth on Exhibit D attached hereto. (e) Contracts. Except for the leases and agreements listed and described in Exhibit A hereto related to 3DO Leased Physical Assets or other contracts or agreements listed on -12 14 Exhibit A, it is not a party to or otherwise bound by the terms of any contract, agreement, obligation or proposal (whether written or oral) in any way materially affecting Samsung's right to Use the 3DO Transferred Assets. All such leases and agreements are valid and binding contracts enforceable against the parties thereto in accordance with their terms. 3DO is not in default of any such leases or agreements. (f) Compliance With Laws and Regulations. It is not in violation of any federal, state, local or foreign statute, law, rule or regulation which could reasonably be expected to materially interfere with the conduct of the business of Newco, or with Samsung's or Newco's ownership of the 3DO Transferred Assets. 3DO is not presently subject to any order, injunction or decree issued by any Governmental Authority relating to its Transferred Assets or the 3DO Systems Division. (g) 3DO Employees. Each 3DO Employee has executed a proprietary information agreement. To the best knowledge of 3DO, no 3DO Employee is obligated under any contract or agreement, or subject to any judgment, decree or order of any court or other Governmental Authority that would conflict with such employee's obligation to use his best efforts to promote the interests of Newco (assuming such employee's employment by Newco) or that would conflict with Newco's conduct of its business, as contemplated by this Agreement. To the best knowledge of 3DO, no 3DO Employee is in violation of any term of any employment contract, non-competition agreement, or any other contract or agreement relating to the relationship of any such employee with 3DO, any 3DO Affiliate or any previous employer. (h) Underlying Documents. Any underlying documents listed or described in Exhibit D or in any other exhibit hereto have heretofore been furnished to or made available to Samsung. All such documents furnished to or made available to Samsung are complete and correct copies, and there are no amendments or modifications thereto, except as expressly noted in Exhibit D. (i) No Options. Other than this Agreement, there are no existing agreements, options, commitments or rights with, of or to any person to acquire all or any portion of the 3DO Systems Division or the 3DO Transferred Assets, or any interest therein, except for contracts entered into in the normal course of the 3DO Systems Division consistent with past practice. (j) Creditor's Rights. The transactions contemplated by this Agreement will not give rise to any right of any creditor of 3DO whatsoever to any of the 3DO Transferred Assets in the hands of Samsung or Newco after the Closing except pursuant to the Assumed Liabilities. (k) Public Reports. 3DO has and, at the Closing Date will have, filed all required forms, reports and documents with the United States Securities and Exchange Commission since August 31, 1995 (collectively, the "SEC Reports"), all of which have and shall have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 3DO is current in all of its -13 15 required filings under the Exchange Act. As of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, contained or shall have contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the balance sheets (including the related notes) included in the SEC Reports fairly presents the consolidated financial position of 3DO and its subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included therein fairly presented the consolidated results of operations and changes in financial position of 3DO and its subsidiaries for the respective periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the SEC Reports has been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein. (l) Disclosure. No representation, warranty or statement by 3DO in this Agreement (including the Exhibits hereto), or in any written certificate required by this Agreement to be furnished to Samsung or its counsel pursuant to this Agreement contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. (m) Litigation. There are no actions, suits or other proceedings pending or, to the best of its knowledge, threatened, before any arbitrator, court or other Governmental Authority and no facts or circumstances which could reasonably be expected to give rise to a claim, action, suit or proceeding which could materially and adversely affect the 3DO Transferred Assets or the transactions contemplated by this Agreement, other than as set forth in Exhibit D attached hereto. VI. SURVIVAL OF WARRANTIES AND INDEMNIFICATION VI.1 Survival of Warranties. All representations and warranties made by 3DO or Samsung herein, or in any certificate, schedule or exhibit delivered pursuant hereto, shall survive the Closing and continue in full force and effect for a period of the longer of (i) one (1) year from the Closing Date or (ii) the period from the Closing Date until thirty days after the expiration of the applicable statutes of limitation. VI.2 Indemnified Losses. For the purpose of this Article VI and when used elsewhere in this Agreement, "Loss" shall mean and include any and all liability, loss, damage, claim, charge, expense, cost, interest, fine, fee, penalty, amounts paid in settlement, obligation or injury, whether accrued, absolute, contingent or otherwise, including, without limitation, those resulting from any -14 16 and all actions, suits, investigations, proceedings, hearings, demands, assessments, judgments, decrees, awards, injunctions, orders, rulings, or arbitrations, together with reasonable costs and expenses including the reasonable attorneys' fees and other legal costs and expenses relating thereto. VI.3 Indemnification by 3DO. Subject to the provisions set forth in this Article VI, 3DO agrees to defend, indemnify and hold harmless Samsung and any present, past or future parent, subsidiary (including Newco), Affiliate, director, officer, employee, shareholder or agent of Samsung (collectively, the "Samsung Indemnitees") from and against and in respect to the entirety of any Loss which arises out of, results from, is caused by or attributable to: (a) any breach or inaccuracy or misrepresentation in any of the representations or warranties or covenants or agreements of 3DO made in this Agreement (including any exhibit hereto) or in documents to be delivered by 3DO at Closing; (b) any liability of 3DO which is not an Assumed Liability; (c) the operations and business of the 3DO Systems Division, other than Assumed Liabilities; or (d) taxes, of any kind or nature, arising out of, or payable with respect to, 3DO business operations and any tax imposed on 3DO by any Governmental Authority in the United States resulting directly from the transfer of the 3DO Transferred Assets. VI.4 Indemnification by Samsung. Subject to the provisions set forth in this Article VI, Samsung agrees to defend, indemnify and hold harmless 3DO, any present, past or future parent, subsidiary, Affiliate, director, officer, employee, shareholder or agent of 3DO (collectively, the "3DO Indemnitees") from and against and in respect of the entirety of any Loss which arises out of, results from, is caused by or attributable to: (a) any breach or inaccuracy or misrepresentation in any of the representations or warranties, or covenants or agreements of Samsung made in this Agreement (including any exhibit hereto); (b) the failure of Samsung to timely pay or perform any of the Assumed Liabilities; provided that, with respect to the indemnification obligations under this Section VI.4(b), upon assumption of the Assumed Liabilities by Newco, Newco shall be deemed to assume Samsung's indemnification obligations under this Section VI.4(b);or (c) taxes, of any kind or nature, arising out of, or payable with respect to, Samsung business operations and any tax imposed by any Governmental Authority in the Republic of Korea resulting directly from the transfer of the 3DO Transferred Assets. -15 17 VI.5 Indemnification Procedure. (a) Claim. Whenever any Loss shall be asserted against or incurred by a Samsung Indemnitee or 3DO Indemnitee (the "Indemnified Party"), for which a claim of indemnity can be made under Section VI.3 or VI.4, the Indemnified Party shall give prompt written notice thereof (a "Claim") to 3DO or Samsung, as appropriate (the "Indemnifying Party"). The Indemnified Party shall furnish to the Indemnifying Party in reasonable detail such information as the Indemnified Party may have with respect to the Claim (including, in any case, copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The failure, or any delay, to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless and then solely to the extent that the failure to give such notice to the Indemnifying Party prevents the Indemnifying Party from raising a defense to the Claim or otherwise materially and adversely affects the Indemnifying party's ability to defend against the Claim. The Indemnified Party shall cooperate in good faith with the Indemnifying Party in resolving any Claim and shall use commercially reasonable efforts (at the expense of the Indemnifying Party) to mitigate any Losses which are the subject to such Claim. Subject to Section VI.5(c), the Indemnifying Party shall use reasonable efforts to keep the Indemnified Party advised of material developments in the defense of the Claim, and shall consult with the Indemnified Party during the course of any settlement negotiations. (b) Dispute of Claim. If the Indemnifying Party disputes the Loss presented in the Claim, the Indemnifying Party shall notify the Indemnified Party of such disagreement within thirty (30) days of the receipt of the Claim. Thereupon, the Indemnified Party and the Indemnifying Party will negotiate in good faith and use reasonable efforts to resolve their differences with respect to the Claim during the thirty (30) days following the Indemnifying Party's notice of disagreement to the Indemnified Party. In the event such dispute is not resolved upon the expiration of the thirty (30) day period following the Indemnifying Party's notice of disagreement to the Indemnified Party, the parties shall resolve the dispute in accordance with the terms of Section IX.12 hereof. (c) Third Party Claims. If the Claim is based on a claim of a Person that is not a party to this Agreement, the Indemnifying Party will have the right, at its expense, to undertake the defense of such third party claim (a "Third Party Claim") with attorneys of its own choosing reasonably satisfactory to the Indemnified Party so long as the following conditions are satisfied (the "Third Party Claim Defense Conditions"): (i) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of the Loss arising out of the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources necessary to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and (v) the Indemnified Party is kept informed by the -16 18 Indemnifying Party with respect to, and shall have the right to participate in, the contest, defense, settlement or compromise of the Third Party Claim. In the event the Indemnifying Party fails to elect to defend the Third Party Claim within such ten (10) day period or upon the failure of any other Third Party Claim Defense Condition, the Indemnified Party may, at the Indemnifying Party's expense, undertake the defense of the Third Party Claim and may compromise or settle the Third Party Claim. (d) Consent. The Indemnifying Party shall not consent to entry of any judgment, or enter into any settlement, with respect to a Third Party Claim, except with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. VI.6 Period for Making Claims. A claim for indemnification under this Article VI may be brought, if at all, any time after the Closing Date, with respect to any claim or claims for indemnification under this Article VI, provided, however, that any claim under Sections V1.3(a) or VI.4(a) with respect to the inaccuracy or misrepresentation of a representation or warranty must be brought, if at all, at any time prior to the time such representation or warranty expires pursuant to Section VI.1. VII. TERM AND TERMINATION VII.1 Term. This Agreement shall be binding on the Parties as of the Execution Date and shall continue in full force and effect until the second anniversary of the Closing Date, provided that this Agreement may be earlier terminated (i) by mutual written agreement of Samsung and 3DO, (ii) by either Samsung or 3DO, at its option, prior to the Closing, in the event of a failure of a condition described in Article IV that the other party is obligated to satisfy, if the other Party is unable or unwilling satisfy such condition within twenty (20) Business Days after such Party notifies the other Party of its intent to terminate this Agreement in accordance herewith, or (iii) by either Samsung or 3DO at its option, if the Closing shall not have occurred by the Target Closing Date set forth in Section IV.1, provided, however, that the right to terminate this Agreement under this Section VII.1 (iii) shall not be available to a Party whose failure to fulfill or perform any obligation under this Agreement has been the cause of, or has resulted in the failure of, the Closing to occur on or before such date. VII.2 Effect of Termination. Articles I, II (including any licenses set forth therein), III, V (for the periods specified in Section VI.1), VI, VII, VIII and IX of this Agreement shall survive expiration or earlier termination of this Agreement, except that Articles II (including the licenses set forth therein), III, V, VI and Section VIII.2 shall not survive if termination occurs prior to the Closing. If either SEC or 3DO or both terminate this Agreement pursuant to Section VII.1 prior to Closing, except as set forth in the preceding sentence, all obligations of Samsung and 3DO to the other Party shall terminate without any liability to the other Party. -17 19 VIII. CONFIDENTIALITY AND SUPPORT OBLIGATIONS VIII.1 Confidentiality. (a) For purposes of this Section VIII.1 Newco shall be deemed to be a Party. Except as expressly authorized herein each Party agrees not to disclose to third parties the Confidential Information of any other Party or to use the Confidential Information of any other Party for any purpose other than to fulfill its obligations or exercise its rights under this Agreement. Without limiting the generality of the foregoing, each Party agrees to do the following with respect to Confidential Information of any other Party: (i) instruct and require all of its employees, agents, and consultants to maintain the confidentiality, and refrain from any unauthorized use, of the Confidential Information; (ii) exercise at least the same degree of care to safeguard the confidentiality and prevent the unauthorized use of such Confidential Information as that Party exercises to safeguard its own Confidential Information, but not less than reasonable care; (iii) restrict disclosure of such Confidential Information to those of its employees, agents and consultants who have a "need to know" for purposes consistent with the purposes for which such Confidential Information was disclosed; and (iv) require such employees, agents and consultants to sign non-disclosure agreements requiring them to maintain the confidentiality and to refrain from any unauthorized use of such Confidential Information. Each Party agrees to indemnify and hold harmless any other Party with respect to any loss, expense or damage (including, without limitation, reasonable attorneys' fees) which such Party suffers as a result of a breach by the indemnifying Party of its obligations hereunder and to undertake whatever action is necessary to remedy any such breach. (b) The following information of a disclosing Party shall not be treated as Confidential Information: (i) information published or otherwise available to the public other than by an act or omission of any other Party; (ii) information rightfully received by the recipient from a third party not obligated to the disclosing Party (under this Agreement or otherwise) to keep that information confidential; (iii) information rightfully known to the recipient prior to disclosure by the disclosing Party; and (iv) information independently developed by a Party. (c) Each Party further agrees not to remove or destroy any proprietary or confidentiality legends or markings placed upon any documentation or other materials which contain or set forth Confidential Information of any other Party and, to the extent copying is permitted, to copy such legends and markings. -18 20 VIII.2 Newco Support for MEI Obligations. (a) Newco shall use its best efforts to provide to 3DO such engineering and support services as shall permit 3DO to fulfill the engineering and support obligations to MEI under the MEI License Agreement (the "Subcontract Projects"). Upon request from 3DO, Newco shall utilize employees or consultants or subcontractors that Newco reasonably deems qualified to perform the Subcontract Projects. Such engineering or support services shall be provided, at no cost or expense to 3DO, until such time as the cost of the services so provided by Newco shall, in the aggregate, equal *** dollars ($***) (the "Services Cap"). In calculating the aggregate cost of the services provided by Newco to 3DO, such costs shall include and be limited to the actual salaries of the employees of Newco who are designated to perform the Subcontract Services and the actual out-of-pocket costs and other actual expenses necessarily incurred in the provision of such services (the "Subcontract Project Costs"). (b) Notwithstanding the fact that the aggregate Subcontract Project Costs of completing the Subcontract Projects exceed the Services Cap, Newco shall continue to perform the Subcontract Projects upon 3DO's request, and, in such event, Newco shall invoice 3DO promptly following the conclusion of each calendar quarter for the Subcontract Project Costs actually incurred by Newco during such calendar quarter for a period of *** after Closing and provided that such services do not require more than *** in any month. 3DO agrees that it shall pay Newco's invoice(s) regarding Subcontract Project Costs in excess of the Service Cap within thirty (30) days after the date of its receipt of any such invoice. In the event 3DO falls to timely pay such Subcontract Project Costs, Newco may discontinue performance of its services under this Section VIII.2. (c) 3DO and Newco acknowledge and agree that their respective representatives shall attend monthly meetings in the San Francisco Bay area, at such times and places as shall be mutually agreed upon by such parties (which agreement shall not be unreasonably withheld or delayed), in order to discuss and review Newco's performance of the Subcontract Projects and to evaluate Newco's progress with respect to any such projects then in process. (d) Newco shall have no obligation to any Person other than 3DO hereunder and no Person shall be a third party beneficiary of 3DO's rights hereunder. Except as provided in the Subcontract Agreement entered into by Newco and 3DO pursuant to Section VIII.2(e), in no event shall either Newco or 3DO be liable for any incidental, consequential, special or punitive damages arising out of this Section VIII.2, or the breach of any of its provisions other than Section VIII.2(e). (e) Newco and 3DO shall negotiate diligently and in good faith after the Closing to enter into a subcontract agreement (the "Subcontract Agreement") with respect to the subject matter of this Section VIII.2 on terms consistent with this Section VIII.2 and such additional terms as are reasonably acceptable to both parties, including, but not limited to, terms respecting acceptance and cure periods. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -19 21 IX. GENERAL PROVISIONS IX.1 Nature of Relationship. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of legal association between Samsung and 3DO, other than the contractual relationship as expressly set forth herein. Neither Samsung nor 3DO shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of any other Party or to bind any other Party in any respect whatsoever. IX.2 Assignment. Until the Closing, and, except as set forth in the next sentence hereof, after Closing, neither Samsung or 3DO may assign or otherwise transfer this Agreement or any rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the express written consent of the other Party. After the Closing, Samsung may assign or otherwise transfer this Agreement, together with its rights and obligations hereunder, to Newco and Samsung or 3DO may assign or otherwise transfer this Agreement, together with its rights and obligations hereunder, as part of a Corporate Sale of such Party, provided that (a) the transferee agrees in writing to be bound by this Agreement to the same extent as if a party hereto and thereto, and (b) such Party shall remain liable for its obligations and the other terms and conditions applicable to it under this Agreement. For the purposes hereof a Corporate Sale of a Party, regardless of its form, shall constitute an assignment of this Agreement. IX.3 Severability. If any provision of this Agreement or the application of any such provision is determined to be invalid, illegal or unenforceable in any jurisdiction or as applied to particular circumstances, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction or other circumstances. To the extent permitted by applicable law, the Parties waive any provision of law that renders any provision of this Agreement invalid, illegal or unenforceable in any respect. The Parties shall, to the extent lawful and practicable, use their reasonable efforts to enter into arrangements to reinstate the intended effect of any provision held invalid, illegal or unenforceable. IX.4 Amendment and Waiver. No amendment to this Agreement shall be effective unless it is in writing, identifies with specificity the provisions of this Agreement that are thereby amended, and is signed by each Party. Any failure of a Party to comply with any obligation, covenant, agreement or condition contained in this Agreement may be waived by the Party entitled to the benefits thereof only by a written instrument duly executed and delivered by such Party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance. -20 22 IX.5 Headings. The article and section headings of this Agreement are for convenience of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. IX.6 Remedies Cumulative. Except as may otherwise be specifically provided in this Agreement, the rights and remedies of the Parties under this Agreement are cumulative and are not exclusive of any other rights or remedies the Parties may have, whether under this Agreement, or otherwise at law or in equity. Equitable relief, including the remedies of specific performance and injunction, shall be available with respect to any actual or attempted breach of any obligation under this Agreement. Except as provided by Section VI of this Agreement, neither Party shall be liable to the other for any incidental, consequential, special or punitive damages arising out of this Agreement. IX.7 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, shall give or be construed to give any Person (other than the Parties and their permitted successors and assigns and the Samsung Indemnitees and 3DO Indemnitees) any legal or equitable right, remedy or claim under or in respect of this Agreement. IX.8 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same agreement. This Agreement shall not become effective until one or more counterparts have been executed and delivered by each of Samsung and 3DO and Newco. IX.9 Entire Agreement This Agreement, together with the exhibits and other attachments hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements and understandings (written, oral or otherwise) with respect to such subject matter. Despite the preceding sentence, the Memorandum of Understanding between Samsung and 3DO dated October 17, 1996 (the "MOU") shall survive the execution of this Agreement and shall continue in force and effect until the occurrence of the Closing. Upon the occurrence of the Closing, the MOU shall become null and void and of no further force and effect. IX.10 Construction. References in this Agreement to any gender include references to all genders, and references in this Agreement to the singular include references to the plural and vice versa. References in this Agreement to a Party or other Person include their respective permitted successors and assigns. Unless the context otherwise requires, references in this Agreement to Articles, Sections or Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any construction in favor of or against any -21 23 of the Parties. The term "knowledge," when used in relation to a Person, means the knowledge of such Person's officers and directors. IX.11 Governing Law; Governing Language. This Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within the State of California, without regard to the conflict of laws principles of the State of California. This Agreement shall be interpreted in accordance with the English meaning of its terms. IX.12 Dispute Resolution. (a) Escalation. If the Parties have any problems or disputes arising from or otherwise relating to this Agreement, such problems or disputes shall first be submitted to the Parties' respective relationship coordinators, and, in the event the relationship coordinators cannot agree, to senior executives designated by each Party at that time, for discussion in an effort to determine whether an amicable resolution regarding any such problem or dispute may be achieved. Such efforts shall continue for at least thirty (30) days from the date a Party receives notice from another Party to initiate this escalation procedure and shall be a precondition to initiate any legal action with any court or Governmental Authority or otherwise pursuing its remedies under this Agreement or at law or in equity, provided, however, that either Party shall be entitled to immediately proceed to file an action in any appropriate court to seek temporary or permanent injunctive or other equitable relief if such immediate relief is appropriate and reasonably necessary to protect that Party's rights. The initial relationship coordinators will be Jae Beom Kim for Samsung and Hugh C. Martin for 3DO. Such Parties each may designate a new relationship coordinator by providing written notice of such change to the other Party or Parties, (b) Litigation Forum and Venue. Each Party irrevocable consents to and submits itself to the exclusive Jurisdiction of the United States District Court for the Northern District of California (or the Superior Court for the City and County of San Francisco for any claim that cannot be asserted in federal court) for the purposes of any suit, action or other proceeding in connection with any controversy, claim or dispute arising from or otherwise relating to this Agreement or to enforce any resolution, settlement, order or award made with respect to any such matter. Each Party irrevocably waives and agrees not to assert (by way of motion, as a defense or otherwise) in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. (c) Service of Process. Each Party irrevocably consents to service of process in any action, suit or proceeding by personal service or by the transmittal of copies thereof in the English language (without any requirement for translation) in accordance with the provisions of Section XI.13, provided that a reasonable period for appearance is allowed. The foregoing, however, -22 24 shall not limit the right of either party to serve process in any other manner permitted by law. Any judgment against a Party or the assets of a party in any action, suit or proceeding for which such Party has no further right of appeal shall be conclusive, and may be enforced in other jurisdictions by suit on the judgment. A certified or true copy of any such judgment shall be conclusive evidence of authorization of any U.S. and/or Korean governmental body, as the case may be, that may be required by applicable law. IX.13 Notices. All notices, consents, approvals and other communications to be given to any Party shall be in writing and in the English language in order to be effective. Any notice shall be deemed given when delivered by hand, courier or overnight delivery service, or seven (7) Business Days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a facsimile, and shall be directed as specified below (or at such other address or facsimile number as such Party shall designate by like notice): (a) If to Samsung: Samsung Electronics Co., Ltd. Strategic Planning Team, Semiconductor Business San #24, Nongseo-Ri, Kiheung-Eup Yongin-City, Kyunggi-Do, Korea Telephone: 82-2-760-7250 Facsimile: 82-2-760-7202 Attention: Jae Beom Kim With a copy to: Samsung Electronics Co., Ltd. Legal Department Samsung Main Building 250, 2-Ka, Taepyung-Ro, Chung-Ku Seoul, Korea Telephone: (82)-(2)-727-7234 Facsimile: (82)-(2)-727-7179 Attention: General Counsel (b) If to 3DO: The 3DO Company 600 Galveston Drive Redwood City, California 94063 Telephone: (415) 261-3000 Facsimile: (415) 261-3151 Attention: General Counsel -23 25 IX.14 Attorneys' Fees. If a Party commences a legal action or other legal proceeding against the other Party to enforce or seek remedies for breach of this Agreement, the prevailing Party in such proceeding shall be entitled to recover from the other Party the reasonable costs and expenses incurred by the prevailing Party in connection with such proceeding, including, but not limited to, court costs and reasonable attorneys' fees. IX.15 Expenses. The Parties hereto shall each bear their own costs and expenses (including attorneys' fees) incurred in connection with the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby. IX.16 Further Assurances. The Parties each agree to perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, cooperating fully with the other Parties by provision of information necessary to make all filings by the other Parties with Governmental Authorities pursuant to Sections II.7 and III.2 hereof. -24 26 IN WITNESS WHEREOF, Samsung and 3DO have caused this instrument to be executed by their duly authorized and empowered officers and representatives as of the day and year first written above. SAMSUNG ELECTRONICS CO., LTD. THE 3DO COMPANY By: /s/ DAEJE CHIN -------------------------- By: /s/ HUGH C. MARTIN ------------------------------------- Printed Name: Daeje Chin Printed Name: Hugh C. Martin --------------------------------------Title: Executive Vice Title: President President & CEO -----------------------------------------------------For the purpose of Section VI.4(b) and Article VIII, this Agreement is accepted and agreed to by Newco as of the day and year first written above. AGT, Inc. By: /s/ TOBIN E. FARRAND -------------------------------------Printed Name: Tobin E. Farrand ---------------------------Title: CEO ---------------------------------- -25 27

3DO Transferred Assets and Assumed Liabilities 3DO Employees Allocation of Purchase Price Disclosure Schedule 28 Exhibit A 3DO CONTRIBUTIONS [Please See Attached] -2 29 Exhibit A-1 3DO OWNED PHYSICAL ASSETS

Apple Apple Apple APPLE Apple Apple APPLE APPLE Apple Apple Creative Labs IBM N/A NUDESIGN PHILLIPS POWERUSER Smart & Friendly SUN Sun Memorex PHILLIPS PHILLIPS Various A-OPEN A-Open CD300 CD300 EXT CD300 EXT EXT CD150 CR563 7210EXT EXT CD EXT EXT 4 CD CD Desk PC P166 -3 30

Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Apple Arche Compaq Compaq Compaq Compaq Compaq Compaq Compaq Compaq Duo Duo Duo Mac Duo -4 31

MSN MSN MSN NCD NetPower NetPower WIT WIT WIT PC PC 486DX NONCPUDUO Apple Apple Apple Apple Micron Micron Duo Duo Duo Duo MCX-L SYNOPSIS SYNOPSIS Various Falcon Falcon 3000 3000 -5 32

Hard Drive Hard Drive Hard Drive Hard Hard Hard Hard Hard Hard Hard Drive Drive Drive Drive Drive Drive Drive Andataco Andataco ANDATACO Andataco Andataco Andataco Andataco Andataco Apple Apple APS APS Avcom AVCOM Falcon Falcon Falcon Falcon Systems LACIE LACIE EXT CD300 EXT EXT EXT EXT EXT 9 GB Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive Hard Drive EXT EXT -6 33

QMS SUN SONY HP HP HP HP HP HP HP HP VISION EDGE Roland Mackie QMS LOGIC LOGIC 136CH 1660A 1660A SC-55 -7 34

-8 35

17" 17" 17" 17" 17" 17" 17" 17" 17" 17" 17" 17" 17" NEC NEC NEC Radius Radius Radius Radius Radius Radius Radius Radius Radius Radius 460 17" 460 460 460 17" 17" -9 36

Hyundai 19" -10 37

Sun Sun Sun 20" GDMGDM- -11 38

-12 39

KALPANA KALPANA KALPANA Yamaha Various Alliance ANDATACO AVCOM FALCON Falcon IBM Mass Microsystems POWERUSER Sun Syquest Sony PANASONIC Sony Hitachi KTV Sony Panasonic Panasonic Panasonic Panasonic Panasonic Panasonic Proscan Proscan Proscan ETHER ETHER ETHER DX-7 Work EXT EXT EXT 7208- EXT EXT E2135 KV13" 19" CTColor 20" -13 40

Sony Sony 13" 13" 13" 13" 13" 13" 13" 13" 17" 19" 20" Panasonic Sony Sony Sony Sony Sony Sony Sony Sony Sony Panasonic HP HP HP HP IBM IBM NCD NCD NCD NCD PVMCTPVM13" 13" 13" 13" PVM17" PVMCT735 735 735 735 RISC RISC X MCX-L MCX -14 41

X Terminal X Terminal X Terminal NCD NCD NCD MCX-L MCX MCX-L -15 42 Exhibit A-2 3DO LEASED PHYSICAL ASSETS

Computer Computer Computer Computer Apple Apple Apple Apple PPC 8100/80 PPC 8100/80 PPC 8100/80 Quadra 610 -16 43

-17 44

-18 45

-19 46

-20 47 Exhibit A-3 MPEGXpress(TM) Inventory 1.0 All physical inventory related to 3DO's MPEGXpress(TM) product line owned by 3DO as of the close date. -21 48 Exhibit A-4 3DO INTANGIBLE ASSETS 1. Definitions 1.1 As used herein, the term "M2 TECHNOLOGY" refers to 3DO's technical data, methods, processes, formulae, inventions, discoveries, software, technology, and other technical information regarding the interactive, multimedia hardware system (featuring a *** bus architecture and operating in conjunction with one or more PowerPC 602 microprocessors) and related software API which is the subject of that certain Technology Licensing Agreement which 3DO and Matsushita Electric Industrial Co. Ltd. ("MEI") executed on December 7, 1995 (the "M2 License") and amendments to that agreement dated April 24, 1996 and March 2, 1997. It should be noted that the M2 Technology which 3DO licensed to MEI pursuant to the M2 License is expressly limited to: (i) such technology as 3DO had developed as of December 7, 1995, that is necessary for the development, manufacture, sale or use of any of the M2 system designs that 3DO is required to provide MEI under the M2 License and/or the development, manufacture, sale or use of any M2-compatible software products, (ii) such additional deliverable items and related technology as 3DO is required to develop under the M2 License, and (iii) such Improvements and Adaptations (as such terms are defined below) as 3DO, at its discretion, elects to develop in furtherance of the M2 License. 1.2 As used herein, the term "ADAPTATION" refers to any modification of the M2 Technology developed by 3DO that is required in order for any class or type of M2 Hardware Product to be used in another class or type of M2 Hardware Product (e.g., modification of a consumer M2 *** for development of an M2 car navigation product, etc.). 1.3 As used herein, the term "IMPROVEMENT" refers to any modification of the M2 Technology developed by 3DO that increases the design efficiency, and/or manufacturing efficiency, while preserving compatibility and reducing the cost of any M2 Hardware Product. 1.4 As used herein, the term "M2 HARDWARE PRODUCT" refers to any hardware product, device or system (whether or not designed for any consumer and/or commercial application) that satisfies all of the following criteria: (1) is developed and distributed by or for MEI or any authorized hardware sublicensee of MEI; (ii) incorporates M2 Technology or any Improvements or Adaptations thereof (or any portion of any of the foregoing) or is developed with the use of the M2 Technology or any Improvements or Adaptations thereof (or any portion of any of the foregoing); and (iii) if capable of executing or otherwise operating with interactive applications software products (except to the extent designed to comply with industry recognized standards that are not video game standards, such as VCD 2.0), only executes or otherwise operates M2 Software Products, and cannot execute or otherwise operate with any other proprietary interactive applications software. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -22 49 1.5 As used herein, the term "M2 SOFTWARE PRODUCT" refers to any software product (whether or not designed for any consumer and/or commercial application) that satisfies all of the following criteria: (i) is developed and distributed by or for MEI or any authorized software sublicensee of MEI; (ii) is compatible with any M2 Hardware Product; and (iii) incorporates M2 Technology or any improvements or Adaptations thereof (or any portion of any of the foregoing) or is developed with use of the M2 Technology or any Improvements or Adaptations thereof (or any portion of any of the foregoing). 1.6 As used herein, the term "M2 DERIVATIVE TECHNOLOGY" refers to technical data, methods, processes, formulae, inventions, discoveries, and other technology and technical information developed by 3DO after December 7, 1995 and derived from the M2 Technology (but not constituting an Improvement or Adaptation). 1.7 As used herein, the term "OTHER TECHNOLOGY" refers to technical data, methods, processes, formulae, inventions, discoveries, and other technology and technical information developed by 3DO, but not constituting M2 Technology, an Improvement or Adaptation, and/or M2 Derivative Technology. 2. Samsung Assets to be Contributed and Rights to be Sublicensed to 2.1 Intangible Assets to be Assigned (e.g., patents, copyrights, mask work rights, and trade secret rights) (a) M2 Technology (as listed in Attachment A). Samsung's and its Affiliates' right to use and exploit the M2 Technology shall be limited by and subject to the sublicensed rights set forth below. (b) Improvements and Adaptations of the M2 Technology developed by 3DO (as listed in Attachment B). Samsung's and its Affiliates' right to use and exploit any such Improvements and/or Adaptations shall be limited by and subject to the sublicensed rights set forth below. (c) M2 Derivative Technology developed by 3DO (as listed in Attachment C). There shall be no restriction upon Samsung's and its Affiliates' right to use and exploit such M2 Derivative Technology, except as set forth below. (d) Other Technology developed or owned by 3DO that was part of the Systems business (as listed in Attachment D). There shall be no restriction upon Samsung's and its Affiliates' right to use and exploit such Other Technology. -23 50 2.2 Rights to be Sublicensed to Samsung (a) 3DO shall grant Samsung an exclusive worldwide, royalty-free, perpetual license to: (1) use, modify, create derivative works, and otherwise exploit the M2 Technology (and Improvements and Adaptations thereof) in connection with the development, manufacture, sale and/or distribution of any computing devices (as distinguished from video game systems), and in connection with the development, manufacture, sale and/or distribution of applications software products developed using an API other than the M2 API, which software products are not designed or intended for use with any video game system; and (ii) practice and otherwise exploit 3DO's intellectual property rights relating to the M2 Technology (or any portion thereof) in connection with the development, manufacture, sale and/or distribution of any such computing devices, and in connection with the development, manufacture, sale and/or distribution of applications software products developed using an API other than the M2 API, which software products are not designed or intended for use with any video game system. Such sublicense will permit the development and distribution of, among other things, semiconductor devices and board level products. (b) 3DO shall grant Samsung an exclusive, worldwide, royalty-free, perpetual license to: (i) use, modify, create derivative works, and otherwise exploit the M2 Technology (and Improvements and Adaptations thereof) in connection with the development, manufacture, sale, lease, license and/or distribution of any development and authoring systems (including development and authoring software, tools and utilities) that are designed and intended for the development of hardware products that are not M2 Hardware Products and/or the development of software products that are not M2 Software Products (collectively, "Non-M2 Authoring Systems"); and (ii) practice and otherwise exploit 3DO's intellectual property rights relating to the M2 Technology (or any portion thereof) in connection with the development, manufacture, sale, lease, license and/or distribution of any Non-M2 Authoring Systems. Such sublicense will permit the development and distribution of semiconductor devices, system software and authoring tools and utilities. (c) 3DO shall grant Samsung an exclusive, royalty-free, perpetual license to: (1) use, modify, create derivative works, and otherwise exploit the M2 Technology (and Improvements and Adaptations thereof) in connection with the development and manufacture of arcade and locationbased entertainment devices (including integrated utility firmware) that are only distributed outside of Japan, and in connection with such development, manufacture and distribution of applications software products that are intended for use with such arcade and location-based entertainment devices and that are developed using an API other than the M2 API; and (ii) practice and otherwise exploit 3DO's intellectual property rights relating to the M2 Technology (or any portion thereof) in connection with the development and manufacture of such arcade and location-based entertainment devices that are on1y distributed outside of Japan, and in connection with such development, manufacture and distribution of applications software products that are intended for use with such arcade and location-based entertainment devices and that are developed using an API other than the M2 API. -24 51 2.3 Restrictions Regarding M2 Technology and M2 Derivative Technology Developed By 3DO. (a) Samsung and its Affiliates shall not have the right to manufacture (or authorize any third party to manufacture) any of the specific ASICs incorporated in the M2 Specifications (i.e., ***, ***, ***, ***, Bridgit, Babette, DENC, Splitter Jr., Venturi, VisaLite, Visa, and/or Splitter). (b) Samsung and its Affiliates shall not have the right to develop and distribute (or authorize any third party to develop and distribute) any video game system incorporating the M2 Technology (or any Improvement or Adaptation thereof), or any of the M2 chipsets or other components or subsystems for incorporation into a video game platform. Such restriction shall not apply with respect to any M2 Derivative Technology that has been previously disclosed by 3DO to MEI pursuant to MEI's Right of First Negotiation under the M2 License. ***. (c) Samsung and its Affiliates shall not have the right to develop and distribute (or authorize any third party to develop and distribute) any authoring systems designed or intended for the development of M2 Hardware and/or M2 Software Products. (d) Samsung and its Affiliates shall not have the right to develop and distribute (or authorize any third party to develop and distribute) any M2-compatible peripheral device. (e) Samsung and its Affiliates shall not have the right to develop and distribute (or authorize any third party to develop and distribute) any M2-compatible software products. 2.4 M2 Derivative Technology to be developed by Samsung or its Affiliates in the future (the "Samsung Derivative Technology"). There shall be no restrictions on the Samsung's and its Affiliates' right to use and exploit (and to authorize third parties to use and exploit) any Samsung Derivative Technology, subject only to the following: (a) Samsung and its Affiliates must disclose to 3DO, and 3DO will disclose to MEI, any such Samsung Derivative Technology that is designed for incorporation into an advanced, interactive video game platform, and, at MEI's request, negotiate with MEI for a license of such Samsung Derivative Technology in accordance with MEI's Right of First Negotiation under the M2 License. (b) Samsung and its Affiliates shall not have the right to use or exploit the Samsung Derivative Technology, directly or indirectly, in connection with the development and distribution of any video game system, or any semiconductor device or other component or subsystem designed for incorporation into an advanced, interactive video game platform, without first fulfilling, its disclosure and negotiation obligations described in Section 2.4(a), above. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -25 52 2.5 Non-Derivative Technology to be developed by Samsung or its Affiliates in the future (the "Samsung Technology"). There shall be no restrictions on Samsung's and its Affiliates' right to use and exploit (and to authorize third parties to use and exploit) any Samsung Technology. -26 53 Exhibit A-4 Attachment A M2 TECHNOLOGY 1.0 ASICs 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 2.0 Systems 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 3.0 Peripherals 3.1 3.2 3.3 3.4 3.5 3.6 *** *** *** (***) Bridgit (including Nubus Interface) Babette DENC Splitter Jr. Venturi VisaLite Visa Splitter *** *** *** Mac *** *** *** *** *** (NTSC/PAL) (NTSC/PAL) (NTSC/PAL) NuBus Development System (NTSC/PAL) (NTSC/PAL) (NTSC/PAL) Standard controller M2 extended controller Mouse Splitter *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -27 54 3.7 4.0 *** System ROM Technology Boot code *** *** *** *** *** *** *** Storage manager application No-Disc application System menu application 5.0 System Software *** for removable media Kernel including *** architecture User-level exception handing *** I/O System with support for *** *** Shell *** *** as needed for supported devices MemDebug LumberJack Drivers *** *** Timer driver *** *** Microslot driver StorageCard driver Proxy driver HostFS driver HostConsole driver HostCD driver *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -28 55 *** Serial port driver Folios Audio Folio Beep Folio FSUtilities Folio Icon Folio IFF Folio Script Folio International folio JString folio Compression folio Requestor folio Font folio Graphics Display Manager 6.0 Development System Tools Link3DO/Dump3DO Comm3DO for Mac to dev card communications System Interface header files Libraries Graphics Command List Toolkit Graphic framework library (including BSDF) 3D pipeline library 2D graphics library Mercury library Data Streaming Data Streaming library *** Data subscriber *** *** *** Audio subscriber Music library I/O library Font library *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -29 56 CreateM2Make *** User Startup 3DO Graphics tools Converters *** *** *** *** *** Texture and UTF tools Texture Library Data Streaming tools Audio tools SquashSound AIFF sample set PatchMaker Video Tools *** Font Builder KFontViewer *** 7.0 Build Tools and Utilities ROM build tools OS build tools CD relocation tool: *** Online help tool(s) 8.0 Engineering tools Laytool All design materials related to the following DSP software: *** 9.0 Hardware Diagnostics *** *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -30 57 *** ControlPad *** *** Serial Interface *** *** 10.0 11.0 Developer Documentation (as supplied by 3DO) Supplemental Technology 11.1 11.2 11.3 11.4 11.5 11.6 12.0 Others 12.1 *** EZ Flix decode library EZ Flix encoder EZ Flix Subscriber Post Pro *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -31 58 Exhibit A-4 Attachment B IMPROVEMENTS AND ADAPTATIONS 1.0 *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -32 59 Exhibit A-4 Attachment C M2 DERIVATIVE TECHNOLOGY 1.0 *** Hardware Reference Design System Software *** 2.0 *** *** *** *** *** *** *** Device Drivers *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -33 60 Exhibit A-4 Attachment D OTHER TECHNOLOGY 1.0 2.0 3.0 *** *** Digital Video Products MPEGXpress 1000/1250 MPEGXpress 2500 ACXpress SIC chip 4.0 *** *** *** Related software (MPEGI Mac) (MPEG2 PC/Mac) (AC-3 encode PC) *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -34 61 Exhibit B 3DO EMPLOYEES 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) 31) 32) 33) 34) 35) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -35 36) 37) 38) 39) 40) 41) 42) 43) 44) 62 *** *** *** *** *** *** *** *** *** 45) 46) 47) 48) 49) 50) 51) 52) 53) 54) 55) 56) 57) 58) 59) 60) 61) 62) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -36 63 Exhibit C ALLOCATION OF PURCHASE PRICE To be mutually agreed upon prior to close. -37 64 Exhibit D DISCLOSURE SCHEDULE [Please See Attached Materials] -38 65 Exhibit D-1 AGREEMENTS TO BE ASSIGNED BY 3DO PARTIES: AGREEMENT TYPE: DATE: DESCRIPTION: MojoSoft, Ltd. and The 3DO Company Software Development Agreement October 19, 1995 Development of software integrating 3DO's MPEG1 technology with Apple Computer's "QuickTime" Codec. -39 66 Exhibit D-2 AGREEMENTS REQUIRING THIRD-PARTY APPROVAL PRIOR TO ASSIGNMENT BY 3DO ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: an products incorporating Dolby AC-3. Non-exclusive, non-transferable license to use Dolby's know-how relating to its AC-3 technology and copyrighted works implementing its AC-3 encoder and decoder functions to develop, make, use and sell integrated circuit hardware and/or software implementation thereof. Assignment requires written consent. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -40*** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** DOLBY LABORATORIES LICENSING CORPORATION AC-3 Decoder Implementation Agreement On or about August 7, 1995 Describes the parties' collaborative development of implementation of Dolby AC-3 technology for use by companies licensed by Dolby to produce hardware 67 DOLBY LABORATORIES LICENSING CORPORATION Digital Audio System License Agreement Encoders. April 12, 1996 Non-exclusive, non-transferable license to use know-how relating to its AC-3 digital audio system and copyrighted works implementing its AC-3 encoder ORIGINAL LICENSOR: AGREEMENT TYPE: Professional DATE: DESCRIPTION: Dolby's and decoder functions in connection with the design, development, manufacture and distribution of software or hardware product(s) providing AC-3 encoding solutions. Assignment requires prior written consent. ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: ORIGINAL LICENSOR: AGREEMENT TYPE: DATE: DESCRIPTION: *** *** *** *** *** *** *** *** *** *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -41 68 Exhibit D-3 LITIGATION SUMMARY OTHER PARTY: Description of Agreement: joint (1) CIRRUS LOGIC, INC. Joint Development and [Non-Exclusive] License Agreement between 3DO and Cirrus regarding the parties' development of a semiconductor device that integrates: Cirrus' core VGA Logic (i.e., controller, bus interface, buffer, digital to analog converter, 2D acceleration logic, video functions and other related components) and (2) 3DO's "3D Engine" technology (i.e., memory controller, bus interface, 3D setup engine and 3D rendering engine and related components of 3DO's BDA semiconductor device). Description of Claims: serve its breach and, instead, filed a complaint to rescind such agreement. 3DO has responded and filed a cross-complaint alleging breach of contract by Cirrus and seeking payment of all sums owed by Cirrus under the agreement. Cirrus, in its initial complaint, alleged that the 3DEngine infringes one or more unidentified third-party patents. Subsequently, in its "First Request For Admissions", Cirrus requested 3DO to acknowledge that the 3DEngine infringes U.S. Patent Nos. 4,727,365; 4,811,245; 4,974,176; and 5,367,615. 3DO served Cirrus with a notice of default based on Cirrus' failure to timely pay sums due to 3DO under the referenced agreement. Cirrus elected not to attempt to *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -42 69 Exhibit D-4 PATENTS AND PATENT APPLICATIONS REFERENCE NO.: 3040 CON (UNITED STATES) METHOD FOR CONTROLLING A SPRYTE RENDERING PROCESSOR Issue Date: Patent No.: Current Status: January 21, 1997 5,596,693 Issued REFERENCE NO.: 3040 (PCT) METHOD FOR CONTROLLING A SPRYTE RENDERING PROCESSOR Application Filed: PCT Application No.: Current Status: respect to November 2, 1992 PCT/US92/09350 Pending - potentially applicable only with Brazil, Europe and Japan REFERENCE NO.: 3050 (UNITED STATES) RESOLUTION ENHANCEMENT FOR VIDEO DISPLAY USING MULTI-LINE INTERPOLATION Issue Date: Patent No.: Current Status: *** *** REFERENCE NO.: 4230 (UNITED STATES) METHOD AND APPARATUS FOR PROCESSING IMAGE DATA Patent Issued: November 5, 1996 January 2, 1996 5,481,275 Issued *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -43 70 5,572,235 Issued Patent No.: Current Status: REFERENCE NO.: 4255 (UNITED STATES) DISPLAY LIST MANAGEMENT MECHANISM FOR REAL-TIME CONTROL OF BY-THE-LINE MODIFIABLE VIDEO DISPLAY SYSTEM Patent Issued: Patent No.: Current Status: *** REFERENCE NO.: 4270 (PCT) PLAYER BUS APPARATUS AND METHOD Application Filed: November 2, 1992 PCT Application No.: PCT/US92/09384 Current Status: Pending - potentially applicable only with respect to Japan REFERENCE NO.: 4310 CIP (UNITED STATES) METHOD AND APPARATUS FOR GAMMA CORRECTION BY MAPPING TRANSFORMING AND DEMAPPING Patent Issued: Patent No.: Current Status: April 18, 1995 5,408,267 Issued March 26, 1996 5,502,462 Issued REFERENCE NO.: 4320 (UNITED STATES) AMPLITUDE ADAPTIVE Patent Issued: Patent No.: Current Status: January 30, 1996 5,488,576 Issued FILTER REFERENCE NO.: 4330 (UNITED STATES) *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -44 71 METHOD AND APPARATUS FOR DIGITAL MULTIPLICATION BASED ON SUMS AND DIFFERENCES OF FINITE SETS OF POWERS OF TWO Issue Date: March 28, 1995 Patent No.: Current Status: 5,402,369 Issued REFERENCE NO.: 4340 (UNITED STATES) MULTI-PHASE FILTER/DAC Issue Date: Patent No.: Current Status: *** REFERENCE NO.: 4370 (PCT) REAL TIME DECOMPRESSION AND POST-DECOMPRESS MANIPULATION OF COMPRESSED FULL-MOTION VIDEO CARTRIDGE Application Filed: Serial No.: Current Status: respect to September 23, 1994 PCT/US95/11863 Pending - potentially applicable only with Europe REFERENCE NO.: 4380 (UNITED STATES) METHOD AND APPARATUS FOR AUDIO DATA COMPRESSION AND DECOMPRESSION Issue Date: Serial No.: Current Status: April 1, 1997 __________________ Issued May 28, 1996 5,521,946 Issued REFERENCE NO.: 4390 (UNITED STATES) DECOMPRESSOR AND COMPRESSOR FOR SIMULTANEOUSLY DECOMPRESSING AND COMPRESSING A PLURALITY OF PIXELS IN A PIXEL ARRAY IN A DIGITAL IMAGE DIFFERENTIAL PULSE CODE MODULATION Application Filed: November 14, 1994 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -45 72 08/338,427 Pending - allowed; issuance fee paid Serial No.: Current Status: *** REFERENCE NO.: 4410 (PCT) METHOD AND APPARATUS FOR DETECTING AND MODIFYING DITHER/VERTICAL STRIPE PATTERNS FOR A VIDEO SIGNAL Application Filed: Serial No.: Current Status: PCT May 8, 1996 PCT/US96/06480 Pending - designated "all countries" in initial application *** *** REFERENCE NO.: 4510 (PCT) CONFIGURABLE VIDEO DISPLAY SYSTEM HAVING LIST-BASED CONTROL MECHANISM FOR BY-THE- LINE AND BY-THE-PIXEL MODIFICATION OF DISPLAYED FRAMES AND METHOD OF OPERATING SAME Application Filed: Serial No.: Current Status: PCT May 8, 1996 PCT/US96/06438 Pending - designated "all countries" in initial application *** REFERENCE NO.: 4520 (PCT) METHOD OF CONTROLLING AN MPEG DECODER Application Filed: Serial No.: Current Status: PCT May 8, 1996 PCT/US96/06510 Pending - designated "all countries" in initial application *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -46- *** *** *** 73 REFERENCE NO.: 4550 (PCT) METHOD AND APPARATUS FOR MANAGING SNOOP REQUESTS USING SNOOP ADVISORY CELLS Application Filed: Serial No.: Current Status: PCT May 8, 1996 PCT/US96/06480 Pending - designated "all countries" in initial application *** *** *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. -47-