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telephone number, including area code:
(408)
731-2700
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Applicable
(Former
name or former address, if changed since last
report)
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the
appropriate box below if the Form 8-K filing is intended to simultaneously
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Item
1.01. Entry into a Material Definitive Agreement.
On
April24, 2007, Terabeam, Inc. entered into an Assignment Agreement (the “First
Assignment”) with SPH America, LLC, a Virginia limited liability
company. Also on April 24, 2007, Terabeam, Inc. and its subsidiary
Proxim Wireless Corporation entered into an Assignment Agreement (the “Second
Assignment”) with SPH America, LLC.
In
the
First Assignment, Terabeam agreed to transfer all of its right, title, and
interest in and to United States patent numbers 5,400,338 and 6,480,497 and
any
inventions disclosed and claimed therein (and any corresponding foreign patents,
applications, and rights) to SPH America pursuant to assignment documents to
be
delivered by Terabeam to an escrow agent before June 10, 2007. In
return, SPH America (a) agreed to pay Terabeam $1.0 million on or before June10, 2007, (b) agreed to pay Terabeam $1.5 million on or before June 30, 2007,
and (c) granted Terabeam and its subsidiaries perpetual,
irrevocable, transferable (subject to specified limitations), fully paid,
worldwide rights to make, have made, use, sell, offer for sale, and import
their
products generally in the ordinary course of business subject to certain
limitations, including limitations on the products covered by these granted
rights. These granted rights include rights for direct and indirect
customers of Terabeam and its subsidiaries to use, sell, offer for sale, or
import Terabeam’s products for their intended purpose. The
First Assignment contemplates that the escrow agent will deliver the patent
assignment documents to SPH after SPH has made the two contemplated payments
to
Terabeam.
In
the
Second Assignment, Terabeam and Proxim Wireless agreed to transfer all of their
right, title, and interest in and to United States patent numbers 5,231,634
and
7,085,284 and United States patent application 11/441,617 and any inventions
disclosed and claimed therein (and any corresponding foreign patents,
applications, and rights) to SPH America pursuant to assignment documents to
be
delivered by Terabeam and Proxim Wireless to an escrow agent before June 10,2007. In return, SPH America (a) agreed to pay Terabeam $2.5 million
on or before June 30, 2007 and (b) granted Terabeam and its subsidiaries perpetual,
irrevocable, transferable (subject to specified limitations), fully paid,
worldwide rights to make, have made, use, sell, offer for sale, and import
their
products generally in the ordinary course of business subject to certain
limitations, including limitations on the products covered by these granted
rights. These granted rights include rights for direct and indirect
customers of Terabeam and its subsidiaries to use, sell, offer for sale, or
import Terabeam’s products for their intended purpose. The
Second Assignment contemplates that the escrow agent will deliver the patent
and
patent application assignment documents to SPH after SPH has made the
contemplated payment to Terabeam.
However,
SPH America’s obligations under the Second Assignment are subject to
satisfactory due diligence by SPH on the licenses previously granted on the
patents and patent application to be assigned. If its due diligence
reveals a reasonable basis for SPH to no longer desire to purchase the patents
and patent application to be assigned and SPH so notifies Terabeam on or before
May 30, 2007, the parties’ obligations under the Second Assignment are
void. If SPH does not provide any such notice to Terabeam on or
before May 31, 2007, this due diligence contingency will no longer constitute
a
condition to either party’s performance of its obligations under the Second
Assignment. Terabeam can provide no assurance that
SPH will be satisfied by its due diligence review or that Terabeam
will receive any payment under the Second Assignment.
The
foregoing description of the two assignment agreements does not purport to
be
complete and is qualified in its entirety by the terms and conditions of those
documents, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this
Form 8-K and are incorporated by reference.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
