Ardent Communications Inc – IPO: ‘S-1/A’ on 3/16/99 – EX-10.19

As of:  Tuesday, 3/16/99   ·   Accession #:  928385-99-779   ·   File #:  333-72769

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1 Amendment Number 1                          107    579K 
 2: EX-3.1      Restated Certificate of Incorporation                 25    111K 
 3: EX-3.2      Amended and Restated By-Laws                          18     82K 
 4: EX-4.1      Specimen Common Stock Certificate                      2     12K 
 5: EX-4.2      Warrant Agreement Dtd September 4, 1998               33     94K 
 6: EX-4.3      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 7: EX-4.4      Common Stock Warrant Dtd 02/19/1999                    8     37K 
 8: EX-4.5      Stockholders Agreement Dated 02/19/1999               28    142K 
 9: EX-10.1     Investment Agreement Dated 04/22/1998                  2     19K 
16: EX-10.10    Assignment and Assumption Dtd 10/02/1998               3     18K 
17: EX-10.12    Employment Agreement Dtd 6/29/1998                    15     53K 
18: EX-10.13    Agreement for Cooperative Use Dtd 11/5/1996           37    112K 
19: EX-10.14    Letter of Agreement Dtd 2/28/1997                      2     15K 
20: EX-10.15    Letter of Agreement Option Dtd 4/4/1997                2±    14K 
21: EX-10.16    Letter Amendement Agreement Dtd 8/1/1997               3     17K 
22: EX-10.17    Letter Amendement Agreement Dtd 10/21/1997             2±    14K 
23: EX-10.18    Application Transfer Dtd 01/06/1999                    2±    15K 
24: EX-10.19    Assignment of Ussn and Pct Dtd 01/06/1999              2     16K 
25: EX-10.20    Letter Amendment Agreement Dtd 01/26/1999              2     20K 
26: EX-10.21    Assignmt of 50% of Certain Patent Prop Dtd             3     24K 
                          01/26/1999                                             
27: EX-10.22    Assignmt of Certain Trademarks Dtd 02/09/1999          2     15K 
28: EX-10.23    Internet Services Agreement Dtd 10/24/1997             6     37K 
29: EX-10.24    Collaboration Agreement Dtd 02/18/1998                 2     17K 
30: EX-10.25    Cais Iport License Agreement Dtd 09/10/1998           19     70K 
31: EX-10.26    Marketing Assoc. Solution Agreement Dtd 11/11/1998    10     50K 
32: EX-10.27    Master License Agreement Dtd 12/23/1998               51    175K 
33: EX-10.28    Agreement for High Speed Net Access Serv Dtd          26     93K 
                          02/19/1999                                             
34: EX-10.29    Deed of Lease Dtd July 28, 1997                       13     44K 
10: EX-10.3     Series A Stock Dtd 02/19/1999                         43    177K 
35: EX-10.30    Deed of Lease Dtd May 28, 1998                        12     41K 
36: EX-10.31    Office Building Lease Dtd 11/21/1998                  71±   279K 
37: EX-10.32    Settle Agreement Dtd 01/24/1999                       17     48K 
38: EX-10.33    Amended and Restated Equity Dtd 02/12/1999             9     46K 
11: EX-10.4     Exchange Agreement Dtd 10/02/1998                      5     22K 
12: EX-10.5     Agreement of Merger Dtd 10/02/1998                     5     25K 
13: EX-10.6     Amended and Restated Employment Agreement Dtd          9     43K 
                          06/03/1997                                             
14: EX-10.7     Assignment and Assumption Dtd 10/02/1998               3     17K 
15: EX-10.9     Amended Employment Agreement Dtd 9/8/1997             11     49K 

EX-10.19   —   Assignment of Ussn and Pct Dtd 01/06/1999

EX-10.19
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                                                                   EXHIBIT 10.19
ASSIGNMENT  
----------  

   WHEREAS, INLINE CONNECTION CORPORATION (hereinafter Assignor), a Virginia
Corporation, located and doing business at 730 N. Danville Street, Arlington,   
Virginia 22201, is the owner of USSN 08/893,403, filed February 27, 1998, and   
PCT/US97/12045, filed July 11, 1997, both for a DIGITAL COMMUNICATION SYSTEM FOR
APARTMENT BUILDINGS AND SIMILAR STRUCTURES USING EXISTING TELEPHONE WIRES; and  

   WHEREAS, CAIS, Inc. (hereafter Assignee), a Virginia corporation, located
and doing business at 1232 22nd Street N.W., Washington, D.C.  20037, is        
desirous of acquiring the complete title and interest in said patent application
and invention in countries foreign to the United States excluding Israel;       

     NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) and other
good and valuable consideration, the receipt of which is hereby acknowledged,   
Assignor by these presents does sell, assign and transfer unto said Assignee,   
its successors, legal representatives, heirs and assigns the entire right, title
and interest in all countries foreign to the United States except Israel, to    
said invention as described in said patent application and including the right  
to claim priority, the eventual Letters Patent, and all reissues, or extensions 
of said Letters Patent to be held and enjoyed by said Assignee for its own use, 
or for its legal representatives, successors, heirs, and assigns to the full end
of the term for which said Letters Patent is granted, and any extensions        
thereof, as fully and entirely as the same would have been held by said Assignor
had this assignment and sale not been made, and for the same consideration, said
Assignor hereby covenants and agrees that at the time of execution and delivery 
of this instrument it is the lawful owner of the complete right, title and      
interest in and to said invention and said Letters Patent above mentioned, its  
interest is unencumbered, except as provided in a License Agreement between     
Assignor and Terk Technologies, Inc., dated December 17, 1994, and that it has  
good and full right and lawful authority to sell and convey its interest in the 
manner set forth herein; and for the same consideration Assignor hereby         
covenants and agrees that it will, when ever counsel for Assignee, or counsel   
for its legal successors, legal representatives, heirs or assigns shall advise  
that any proceedings  in connection with said Letters Patent or any re-issue or 
extension of said Letters Patent to be obtained thereon, is lawful and          
desirable, sign all papers and documents, make all lawful oaths, and do all acts
necessary as required to be done for the                                        

EX-10.19
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procurement, maintenance, enforcement and defense of said Letters Patent,       
without charge to said Assignor, its successors, legal representatives, heirs   
and assigns, but at the expense of said Assignee, its successors, legal         
representatives, heirs and assigns.                                             

     Assignor hereby further assigns to Assignee all claims and causes of action
for infringement of the patent rights assigned herein, including the right to   
sue for, and collect damages for, any and all acts of past and future           
infringement.                                                                   

   Assignor hereby grant(s) the law firm of Jacobson, Price, Holman & Stern,
PLLC, 400 Seventh Street, N.W., Washington, D.C.  20004, the power to insert on 
this assignment any further identification which may be necessary or desirable. 

Signed this 6th day of January, 1999.                                           

                                       INLINE CONNECTION CORPORATION

                                    By    /s/ David D. Goodman
                                           -------------------------
                                  David D. Goodman
                           President

Witnesses:                                                                      

(1)  /s/  Michael Plantamura                                                    
-------------------------                                             

(2)  /s/ Theodore D. Broomfield                                                 
--------------------------                                            

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/16/99							None on these Dates
		2/27/98		1
		7/11/97		1
		12/17/94		1
									List all Filings