Ends Litigation and Saves Vertical $1.2
million in Cash Payments Due in 2006
CAMBRIDGE, Mass. (June 1, 2006) --
Vertical Communications (VRCC.OB)(“Vertical”),
a leading provider of next-generation,
IP-based phone systems and applications
that help businesses better serve their
customers, announced today it signed
a Settlement Agreement with Consolidated
IP Holdings, Inc. and a Patent License
Agreement with Converged Data Solutions
LLC. The Settlement Agreement settles
certain litigation between Vertical
and Consolidated IP Holdings relating
to the September 23, 2004 Asset Purchase
Agreement between the companies. The
License Agreement redefines and restates
Vertical’s rights to use certain
patents which were assigned to Converged
Data Solutions by Consolidated IP Holdings
and provides Vertical with a perpetual,
irrevocable, world-wide, royalty free
license to use these patents.
“We are very excited about the
signing of these agreements, which
provides Vertical with a broad patent
license covering certain of our current
product portfolio, including our InstantOffice
line of products, and which also settles
an open legal dispute from our 2004
acquisition of Vertical Networks,” said
Bill Tauscher, Vertical’s Chairman
and Chief Executive Officer. “In
exchange for certain rights we previously
held, the settlement reduces by $1.2
million the amount of cash payments
we expected to make in 2006 relating
to the earn-out provisions in connection
with the Vertical Networks acquisition
and will be reflected in the Company’s
quarterly earnings statement.”
The
Settlement Agreement provides for the
following:
The
parties mutually released each other
from any and all claims relating to
the current litigation between the
parties;
Vertical released to Consolidated IP
Holdings funds in the amount of $559,566
previously held in escrow under the
Asset Purchase Agreement;
Vertical agreed to make disbursements
to Consolidated IP Holdings of earnout
payments currently due under the Asset
Purchase Agreement, as well as future
earnout payments which might become
due and payable to Consolidated after
December 2006;
the Settlement Agreement reduced the
amount of earnout payments due in 2006
from Vertical to Consolidated under
the Asset Purchase Agreement by $1.2
million;
he Asset Purchase Agreement was amended
to provide that the maximum amount
of earnout payments Vertical will owe
Consolidated IP Holdings shall be $4,300,000,
reduced from $5,500,000
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