{"id":43279,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-ask-jeeves-inc-and-lumina-decision.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-ask-jeeves-inc-and-lumina-decision","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-ask-jeeves-inc-and-lumina-decision.html","title":{"rendered":"Asset Purchase Agreement &#8211; Ask Jeeves Inc. and Lumina Decision Systems Inc."},"content":{"rendered":"<pre>\n\n================================================================================\n\n\n\n                            ASSET PURCHASE AGREEMENT\n\n\n                                     between\n\n\n                                ASK JEEVES , INC.\n                          a California corporation; and\n\n\n\n                          LUMINA DECISION SYSTEMS, INC.\n                            a California corporation.\n\n                           Dated as of April 16, 1999\n\n                          ----------------------------\n\n\n\n================================================================================\n\n\n\n                            ASSET PURCHASE AGREEMENT\n\n               This ASSET PURCHASE AGREEMENT is entered into effective as of\nApril __, 1999 (the \"Effective Date\") between ASK JEEVES, INC., a California\ncorporation (\"Ask Jeeves\"), and LUMINA DECISION SYSTEMS, INC. a California\ncorporation (\"Lumina\"). Certain capitalized terms used in this Agreement are\ndefined in the License Agreement.\n\n                                    RECITALS\n\n        A. Lumina is engaged in the business of developing and marketing\nbusiness decision support software and related products.\n\n        B. Pursuant to the terms and conditions of this Agreement, Lumina wishes\nto sell to Ask Jeeves, and Ask Jeeves desires to purchase from Lumina certain\nassets related to the Personal Decision Expert (\"PDE\").\n\n        C. Ask Jeeves and Lumina are entering into, concurrently with the\nexecution of this Agreement, a License Agreement (the \"License Agreement\")\npursuant to which Lumina is granting to Ask Jeeves an exclusive license to the\nLicensed Technology in the Ask Jeeves Field of Use, as defined in the License\nAgreement.\n\n        D. As a condition of entering this Agreement and the License Agreement,\nAsk Jeeves has requested that Lumina agree to certain restrictions in the\nLicense Agreement regarding Lumina's development and use of the Licensed\nTechnology.\n\n                                    AGREEMENT\n\n        The parties to this Agreement, intending to be legally bound, agree as\nfollows:\n\n1.      SALE OF ASSETS; RELATED TRANSACTIONS.\n\n        1.1 PURCHASE AND SALE. Subject to the terms and conditions contained\nherein, Ask Jeeves agrees to buy and Lumina agrees to sell those certain\ntangible and intangible assets, contracts, rights, and properties, including\nwithout limitation the PDE and related Intellectual Property Rights (as defined\nbelow), all as more particularly described in Exhibit A to this Agreement\n(collectively, the \"Assets\").\n\n        1.2 ASSIGNMENT OF CONTRACTS. To the best of each parties' knowledge,\nthere are no contracts directly related to the Assets (collectively, the\n\"Contracts\"). Lumina agrees to assign all of its rights in such Contracts, if\nany, to Ask Jeeves. Lumina shall give all such assistance to Ask Jeeves as Ask\nJeeves reasonably requests to enable Ask Jeeves to enjoy the benefit of such\nContracts. If consents to the transfer or assignment of such Contracts from\nthird parties are required or in Ask Jeeves' reasonable opinion desirable and\nsuch consents have not already been obtained, Lumina will use its best efforts\nto obtain such consents prior to the Closing Date.\n\n        1.3 COMPLETE TRANSFER. Lumina expressly agrees that the sale of the\nAssets under this Agreement constitutes a complete transfer of all of its\nrights, title and interest with respect to the Assets and that Lumina reserves\nno rights to market or otherwise transfer the Assets. Lumina\n\n\n\n                                       1\n\n\nhereby assigns, waives, and\/or sublicenses any and all Moral Rights (as defined\nbelow) Lumina may have in or with respect to the Assets to the maximum extent\npermitted under the laws of any relevant jurisdiction worldwide. For purposes of\nthis Section \"Moral Rights\" means any right to (i) divulge a copyrighted work to\nthe public; (ii) retract a copyrighted work from the public; (iii) claim\nauthorship of a copyrighted work; (iv) object to any distortion, mutilation or\nother modification of a copyrighted work; or (v) any and all similar rights,\nexisting under the law of any jurisdiction in the world, or under any treaty.\nAsk Jeeves shall have no obligation to Lumina to support, maintain, offer, or do\nany other act relating to the Assets and may dispose of the Assets as Ask\nJeeves, in its sole discretion, decides. Notwithstanding the foregoing, Lumina\nwill retain all rights to the Licensed Technology (as defined in the License\nAgreement) outside the Ask Jeeves Field of Use (as defined in the License\nAgreement). Further, except as restricted by any noncompetition obligations set\nforth in the License Agreement, Lumina shall retain the right to create\nderivative works from the Licensed Technology (as defined in the License\nAgreement).\n\n               1.3.1 NO ASSUMPTION OF LIABILITIES. This Agreement does not\ntransfer, Ask Jeeves does not assume, and Ask Jeeves expressly disclaims any and\nall liabilities, costs, debts, claims and obligations of Lumina relating to the\nAssets or otherwise. Ask Jeeves shall have no obligation with respect to any\nobligations of Lumina arising prior to the Closing Date.\n\n2.      PAYMENT.\n\n        2.1 PURCHASE PRICE. The aggregate purchase price for the Assets shall be\neight hundred twelve thousand five hundred ($812,500) dollars and shall be paid\nas set forth on Exhibit B subject to the successful completion of the closing as\nset forth in Section 3.1.\n\n        2.2 TAXES. Lumina shall be responsible for any and all sales or other\ntransaction taxes, duties and other similar charges payable in connection with\nthe sale of the Assets or the transactions and payments contemplated hereby.\n\n3.      CLOSING.\n\n        3.1 CLOSING. On the Closing Date, (a) Ask Jeeves shall pay to Lumina,\nthe amount in cash and other consideration set forth in Exhibit B, and (b)\nLumina shall deliver the following to Ask Jeeves: (i) a bill of sale relating to\nthe Assets in a form reasonably acceptable to Ask Jeeves; (ii) a duly executed\nassignment of the Contracts in a form reasonably acceptable to Ask Jeeves; and\n(iii) a duly executed assignment of the Intellectual Property Rights (as defined\nin Section 4.3.1) included in the Assets in a form reasonably acceptable to Ask\nJeeves.\n\n        3.2 TRANSFER OF ASSETS. On the Closing Date, Lumina shall deliver to Ask\nJeeves at Ask Jeeves' premises, or at such other place as the parties to this\nAgreement may mutually agree, the Assets (including without limitation, all\nsource code thereto and programmers' notes, test scripts, build scripts and any\nand all other documentation and information necessary and useful to\nunderstanding and using the source code for the Assets, which shall be\ntransferred on CD-ROM).\n\n\n\n                                       2\n\n\n4.      REPRESENTATIONS AND WARRANTIES OF  LUMINA.\n\n        Except as disclosed or excepted in the Schedule of Exceptions (the\n\"Schedule\"), which shall state the specific subsection of this Section 4 to\nwhich each disclosure or exception is made, Lumina represents and warrants to\nAsk Jeeves as set forth in this Section 4.\n\n        4.1 ORGANIZATION AND STANDING. Lumina is a corporation organized,\nvalidly existing and in good standing under the laws of the State of California.\n\n        4.2 POWER AND AUTHORIZATION. Lumina has all requisite legal power and\nauthority to enter into and perform this Agreement in accordance with its terms.\nThe execution and delivery of this Agreement and the transactions contemplated\nhereby have been validly and duly authorized by all necessary corporate action\non the part of Lumina and no further authorization or approval, whether from\ndirectors or shareholders of Lumina, or governmental bodies or otherwise, is\nnecessary to enable Lumina to enter into and perform the same; and this\nAgreement, when executed and delivered, shall constitute the legal and binding\nobligation of Lumina, enforceable against Lumina in accordance with its terms.\n\n        4.3    TITLE TO ASSETS; INTELLECTUAL PROPERTY.\n\n               4.3.1 GOOD TITLE. Lumina has good and marketable title in and to\nall of the Assets including any patents, patent applications, service marks,\ntrade names, trademarks, trademark applications, copyrights, copyright\napplications, trade secrets, know-how, data or other proprietary or intellectual\nproperty rights included in the Assets (collectively, \"Intellectual Property\nRights\") and such are not subject to any mortgage, pledge, lien, lease, claim,\nencumbrance, charge, security interest, royalty obligations or other interest or\nclaim of any kind or nature whatsoever, and Lumina and does not license any\ncomponent thereof from a third party. There are no material agreements or\narrangements between Lumina and any third party which are reasonably likely to\nhave a material effect upon Lumina's title to and other rights respecting the\nAssets. Lumina has the sole right to bring actions for infringement of any\nIntellectual Property Rights included in the Assets.\n\n               4.3.2 EMPLOYEES. The Assets do not include any inventions of any\nof Lumina's officers, employees or consultants made or owned prior to their\nappointment by Lumina. All current or former employees and consultants have\nassigned in writing all of their rights in the Intellectual Property Rights\nrelated to the Assets to Lumina. No current or former employee or consultant of\nLumina owns or has claimed an interest in any Intellectual Property Rights\nrelated to the Assets or, to the best of Lumina's knowledge, any other\nIntellectual Property Rights directly or indirectly competitive with those\nrelated to the Assets.\n\n               4.3.3 PROTECTION OF OWNERSHIP INTEREST. Lumina has taken and will\ntake all reasonable security measures to protect the secrecy, confidentiality\nand value of all Intellectual Property Rights transferred in accordance with\nthis Agreement. Lumina has not taken any action or, to its knowledge, failed to\ntake an action that directly or indirectly caused the proprietary information\ncontained in the Assets to enter the public domain or in any way affected its\nvalue or Lumina's absolute and unconditional ownership thereof. No source code\nor object code of any\n\n\n\n                                       3\n\n\nIntellectual Property Rights is subject to escrow and such source code has not\nbeen disclosed to any third party.\n\n               4.3.4 NO LIMITATIONS ON ASSETS. With respect to the transfer of\nrights in and to the Assets under this Agreement, except as to the Contracts\nassigned to Ask Jeeves under Section 1.2, Ask Jeeves shall be subject to no\nlimitations, obligations or restrictions with regard to the sale, license,\ndistribution or other transfer or exploitation of the Assets, whether in the\nform transferred to Ask Jeeves or after modification. All rights to any tangible\nor intangible property material (including, but not limited to, all Intellectual\nProperty Rights in the Assets) to the Assets and used in Lumina's business as\npresently conducted or currently planned by Lumina, or as conducted by any\npredecessor entity to Lumina or prior owner of any portion of the Assets, have\nbeen validly transferred to Lumina free of any adverse claims by any such\npredecessor entity, or any partner, limited partner, security holder or creditor\nof any such predecessor entity, and no such property rights remain in any such\nentity. Lumina is under no obligation to pay any other party any royalties or\nother fixed or contingent amounts based upon the sale, license, distribution or\nother use or exploitation of the Assets.\n\n               4.3.5 NO VIOLATION OF THIRD PARTY RIGHTS. The use of the Assets\nand the Intellectual Property Rights in the Assets in the conduct of Lumina's\nbusiness have not and do not infringe or conflict with the rights of others\nunder any Intellectual Property Rights in any jurisdiction in the world.\n\n               4.3.6 NO INDEMNITY OBLIGATIONS. Lumina has not agreed to\nindemnify any third party for or against any infringement of any Intellectual\nProperty Rights.\n\n               4.3.7 YEAR 2000. To Lumina's knowledge, the Assets and the\nIntellectual Property Rights in the Assets include design, performance and\nfunctionality so that Lumina does not reasonably expect that the Assets and the\nIntellectual Property Rights in the Assets will experience invalid or incorrect\nresults or abnormal hardware or software operation related to calendar year\n2000. To Lumina's knowledge, the Assets and the Intellectual Property Rights in\nthe Assets include calendar year 2000 date conversion and compatibility\ncapabilities, including, but not limited to, date data century recognition, same\ncentury and multiple century formula and date value calculations, and user\ninterface date data values that reflect the century and accurately accept date\ninput and process, store and output date data and date-related data, including,\nwithout limitation, calculating, comparing, sorting and sequencing such data and\ncalculating leap years before, during and after the calendar year 2000 A.D.\nwithout manual intervention.\n\n        4.4 CONFLICTING AGREEMENTS. Neither the execution nor delivery by Lumina\nof this Agreement nor compliance by Lumina with the terms and provisions hereof\nwill (a) conflict with, or result in a breach of the terms, conditions or\nprovisions of, or constitute a default under, or result in any violation of, the\nbylaws or articles of incorporation of Lumina, any award of any arbitrator or\nany other agreement, any regulation, law, judgment, order or the like to which\nLumina is subject or any Contract, or (b) result in the creation of any lien\nupon all or any of the Assets. Lumina is not a party to, or otherwise subject to\nany provision contained in, any instrument evidencing indebtedness, any\nagreement relating thereto or any other contract or agreement which restricts or\notherwise limits the transfer of the Assets.\n\n\n\n                                       4\n\n\n        4.5 CAPITALIZATION. The shareholders of Lumina listed on Part 4.5 of the\nSchedule beneficially own the shares listed on Part 4.5, and will be as of the\nClosing Date, the sole shareholders of Lumina (the \"Shareholders\"). Only the\nShareholders shall have the right to receive the Shares (as defined in Exhibit\nB) upon the Company's distribution of the Shares (as defined in Exhibit B) after\nthe Closing Date.\n\n        4.6 LITIGATION. No action, suit, proceeding or investigation is pending\nor threatened against Lumina: (a) which questions the validity of this Agreement\nor the License Agreement or the right of Lumina to enter into this Agreement or\nthe License Agreement or seeks to prevent any of the transactions contemplated\nunder this Agreement or the License Agreement, (b) which is reasonably likely to\nhave a material adverse effect on the Assets, (c) which challenges the ownership\nor use, in any respect, of the Assets, or (d) which challenges the rights of\nLumina under or the validity of any of the Intellectual Property Rights. There\nis no judgment, decree, injunction, rule or order of any court, governmental\ndepartment, commission agency, instrumentality or arbitrator or other similar\nruling outstanding against Lumina relating to the Assets or this transaction. No\naction, suit, proceeding or investigation is pending or threatened by Lumina\nagainst any third party relating to the Assets.\n\n        4.7 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. Lumina is not in\nviolation of any laws, material governmental orders, rules or regulations,\nwhether federal, state or local, to which Lumina or the Assets are subject\nexcept for any such violations which are not reasonably likely to have a\nmaterial adverse effect on Lumina. Lumina has prior to the Closing Date\ndelivered to Ask Jeeves a true and correct list of all licenses, franchises,\npermits and other governmental authorizations held by Lumina that are material\nin connection with Lumina's business related to the ownership and use of the\nAssets.\n\n        4.8 BULK SALES LAWS. The Bulk Sales laws of no state are applicable to\nthe sale and transfer of the Assets.\n\n        4.9 MATERIAL CONTRACTS, COMMITMENTS, AND PRODUCT WARRANTIES. Lumina has\nsupplied Ask Jeeves true and correct copies of all of the Contracts. Except for\nterminated agreements, each of the Contracts is valid, binding and in full force\nand effect in all material respects and enforceable by Lumina, in accordance\nwith its terms. Lumina is not in default under any of the Contracts. No party to\na Contract has terminated or overtly threatened termination of any contractual\narrangement with Lumina directly related to the Assets. To the knowledge of\nLumina, no other party to any of the Contracts is in material default\nthereunder. Lumina has supplied to Ask Jeeves copies of any and all written\nwarranties by Lumina granted with respect to the Assets.\n\n        4.10 MANUFACTURING AND TECHNOLOGY RIGHTS. Lumina has not granted rights\nto manufacture, publish, produce, assemble, license or sell the Intellectual\nProperty Rights or any of its technology to any other person and is not bound by\nany agreement which affects Lumina's exclusive right to manufacture, publish,\nproduce, assemble, license, distribute or sell the Intellectual Property Rights.\n\n        4.11 TAXES. There are no tax liens against the Assets and there is no\nbasis for any such lien.\n\n\n\n                                       5\n\n\n        4.12 BROKERAGE. There are no claims for brokerage commissions, finders'\nfees or similar compensation in connection with the transactions contemplated by\nthis Agreement based on any arrangement or agreement made by or on behalf of\nLumina.\n\n        4.13 FULL DISCLOSURE. This Agreement, the Exhibits and Schedules hereto,\nthe License Agreement, and all other documents delivered by Lumina to Ask Jeeves\nor their attorneys or agents in connection herewith or therewith or with the\ntransactions contemplated hereby or thereby, when taken as a whole, do not\ncontain any untrue statement of a material fact nor, to Lumina's knowledge, omit\nto state a material fact necessary in order to make the statements contained\nherein or therein not misleading.\n\n5. REPRESENTATIONS AND WARRANTIES OF ASK JEEVES.\n\n        Ask Jeeves represents and warrants to Lumina as follows:\n\n        5.1 ORGANIZATION AND STANDING. Ask Jeeves is a corporation duly\norganized, validly existing and in good standing under the law of California.\n\n        5.2 POWER; AUTHORIZATION. Ask Jeeves has all requisite legal power and\nauthority to enter into and perform this Agreement in accordance with its terms.\nThe execution and delivery of this Agreement and the transactions contemplated\nhereby have been validly and duly authorized by all necessary corporate action\non the part of Ask Jeeves and no further authorization or approval, whether from\ndirectors or shareholders of Ask Jeeves or governmental bodies or otherwise, is\nnecessary to enable Ask Jeeves to enter into and perform the same; and this\nAgreement, when executed and delivered, shall constitute the legal and binding\nobligation of Ask Jeeves, enforceable against Ask Jeeves in accordance with its\nterms.\n\n        5.3 CAPITALIZATION. As of April 6, 1999, Ask Jeeve's authorized capital\nstock consists of (a) Eighty Million (80,000,000) shares of Common Stock,\nwithout par value, of which Twenty Three Million One Hundred Sixty Seven\nThousand Four Hundred Sixty Six (23,167,466) shares are issued and outstanding\nand of which Eleven Million Nine Hundred Forty Six Thousand Seven Hundred Forty\nFive (11,946,745) shares are reserved for issuance under Ask Jeeves' 1996 Equity\nIncentive Plan and of which Seventy Eight Thousand (78,000) shares are reserved\nfor issuance pursuant to outstanding warrants, and (b) Twenty Million\n(20,000,000) shares of Preferred Stock, without par value, of which Seven\nMillion Five Hundred Thousand (7,500,000) shares have been designated Series A\nPreferred Stock, without par value, of which Seven Million Four Hundred Nineteen\nThousand Seven Hundred Sixty Nine (7,419,769) shares are issued and outstanding\nand Twelve Million Five Hundred Thousand (12,500,000) shares have been\ndesignated Series B Preferred Stock, without par value, of which Eleven Million\nFive Hundred Fifty One Thousand Six Hundred Thirteen (11,551,613) shares are\nissued and outstanding. There are no outstanding options other than pursuant to\nthe 1996 Equity Incentive Plan.\n\n        5.4 SHARES VALIDLY ISSUED. When issued in compliance with the provisions\nof this Agreement, the Shares (as defined in Exhibit B) will be validly issued,\nfully paid and nonassessable, and will be free of any liens or encumbrances;\nprovided, however, that the Shares (as defined in Exhibit B) may be subject to\nrestrictions on transfer under state and\/or federal\n\n\n\n                                       6\n\n\nsecurities laws as set forth herein or as otherwise required by such laws at the\ntime a transfer is proposed.\n\n        5.5 CONFLICTING AGREEMENTS. Neither the execution nor delivery by Ask\nJeeves of this Agreement nor compliance by Ask Jeeves with the terms and\nprovisions hereof will conflict with, or result in a breach of (a) the terms,\nconditions or provisions of, or constitute a default under, or result in any\nviolation of, the bylaws or articles of incorporation of Ask Jeeves or any\nagreement to which Ask Jeeves is a party, which would prevent any of the\ntransactions contemplated under this Agreement or the License Agreement, or (b)\nany regulation, law, judgment, order or the like to which Ask Jeeves is subject,\nthe default or violation of which would prevent any of the transactions\ncontemplated under this Agreement or the License Agreement.\n\n        5.6 LITIGATION. No action, suit, proceeding or investigation is pending\nor threatened against Ask Jeeves which questions the validity of this Agreement\nor the License Agreement or the right of Ask Jeeves to enter into this Agreement\nor the License Agreement or seeks to prevent any of the transactions\ncontemplated under this Agreement or the License Agreement.\n\n        5.7 BROKERAGE. There are no claims for brokerage commissions, finders'\nfees or similar compensation in connection with the transactions contemplated by\nthis Agreement based on any arrangement or agreement made by or on behalf of Ask\nJeeves.\n\n        5.8 FINANCIAL STATEMENTS. Ask Jeeves has delivered to Lumina (a) its\naudited balance sheet as at December 31, 1997 and audited statement of income\nand cash flows for the twelve months ending December 31, 1997, and (b) its\nunaudited balance sheet as at December 31, 1998 and unaudited statement of\nincome and cash flows for the twelve months ending December 31, 1998\n(collectively, the \"Financial Statements\"). The Financial Statements, together\nwith the notes thereto, have been prepared in accordance with generally accepted\naccounting principles applied on a consistent basis throughout the periods\nindicated, except as disclosed therein, and present fairly the financial\ncondition and position of Ask Jeeves as of December 31, 1998; provided, however,\nthat the unaudited financial statements are subject to normal recurring year end\naudit adjustments (which are not expected to be material), and do not contain\nall footnotes required under generally accepted accounting principles.\n\n6. CLOSING CONDITIONS OF LUMINA. Lumina's obligations to sell the Assets are\nsubject to the fulfillment on or prior to the Closing Date of all of the\nconditions set forth in this Section 6. Ask Jeeves acknowledges and agrees that\nLumina shall not owe Ask Jeeves any amount for a failure of the closing to occur\nas a result of a closing condition.\n\n        6.1 MATERIAL ADVERSE CHANGE. Lumina shall be satisfied in its sole\ndiscretion that the representations and warranties made by Ask Jeeves in Section\n5 above are true and correct as of the Closing Date.\n\n        6.2 CONSENTS, APPROVALS AND WAIVERS. Lumina and Ask Jeeves shall have\nobtained, in a manner satisfactory to Lumina and its counsel, any and all\napprovals, consents, permits and waivers and made all filings necessary or\nappropriate for the sale and transfer of the Assets under this Agreement.\n\n\n\n                                       7\n\n\n        6.3 COVENANTS. All covenants, agreements and conditions contained in\nthis Agreement to be performed by Ask Jeeves on or prior to the Closing Date\nshall have been performed or complied with in all respects.\n\n        6.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in\nconnection with the transactions contemplated hereby and all documents and\ninstruments incident to such transactions shall be satisfactory in substance and\nform to Lumina and its counsel, and Lumina and its counsel shall have received\nall such counterpart originals or certified or other copies of such documents\nand instruments as they may reasonably request.\n\n        6.5 OFFER LETTERS. Ask Jeeves and the Lumina employees to whom Ask\nJeeves has offered employment prior to Closing shall have entered into offer\nletters substantially in the form attached hereto as Exhibit C (each an \"Offer\nLetter\").\n\n        6.6 LICENSE AGREEMENT. The License Agreement shall have been executed\nand delivered by the parties thereto.\n\n7. CLOSING CONDITIONS OF ASK JEEVES. Ask Jeeves' obligations to purchase the\nAssets are subject to the fulfillment on or prior to the Closing Date of all of\nthe conditions set forth in this Section 7.\n\n        7.1 SATISFACTORY DUE DILIGENCE; MATERIAL ADVERSE CHANGE. Ask Jeeves\nshall be satisfied in its sole discretion (a) that the representations and\nwarranties made by Lumina in Section 4 above are true and correct as of the\nClosing Date, (b) that any matters included in the Schedule which Ask Jeeves\ndeems to be unacceptable and which have been specified in writing to Lumina have\nbeen remedied to Ask Jeeves's satisfaction, and (c) with the results of its\nbusiness, technical, legal and financial review of the books, records,\nagreements and other legal documents and business organization of Lumina.\n\n        7.2 CONSENTS, APPROVALS AND WAIVERS. Lumina and Ask Jeeves shall have\nobtained, in a manner satisfactory to Ask Jeeves and its counsel, any and all\napprovals, consents, permits and waivers and made all filings necessary or\nappropriate for the sale and transfer of the Assets under this Agreement.\n\n        7.3 COVENANTS. All covenants, agreements and conditions contained in\nthis Agreement to be performed by Lumina on or prior to the Closing Date shall\nhave been performed or complied with in all respects.\n\n        7.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in\nconnection with the transactions contemplated hereby and all documents and\ninstruments incident to such transactions shall be satisfactory in substance and\nform to Ask Jeeves and its counsel, and Ask Jeeves and its counsel shall have\nreceived all such counterpart originals or certified or other copies of such\ndocuments and instruments as they may reasonably request.\n\n        7.5 OFFERS OF EMPLOYMENT. Ask Jeeves and the Lumina employees to whom\nAsk Jeeves has offered employment prior to Closing shall have executed Offer\nLetters.\n\n\n\n                                       8\n\n\n        7.6 LICENSE AGREEMENT. The License Agreement shall have been executed\nand delivered by the parties thereto.\n\n        7.7 ESCROW AGREEMENT. The escrow agreement among Ask Jeeves, Lumina,\ncertain shareholders of Lumina, Max Henrion as the shareholder representative,\nand ___________ as the escrow agent (the \"Escrow Agreement\") shall have been\nexecuted and delivered by the parties thereto.\n\n8.      INDEMNIFICATION.\n\n        8.1 LUMINA INDEMNITY. Lumina and its successors (collectively, the\n\"Sellers\") agree to indemnify Ask Jeeves, its affiliates, its subsidiaries, or\nits successors (collectively the \"Purchasers\") and hold them harmless from and\nagainst any and all liabilities, losses, damages, costs or expenses (including\nwithout limitation reasonable legal and expert witnesses' fees and expenses)\nincurred by the Purchasers, directly or indirectly, to the extent that such\nliabilities, losses, damages, costs or expenses (\"Damages\") are occasioned by,\ncaused by or arise out of:\n\n               8.1.1 Any breach of any of the representations or warranties or\nfailure to perform any of the covenants made by the Sellers in this Agreement,\nor any certificate, exhibit, instrument or other document delivered pursuant to\nthis Agreement; or\n\n               8.1.2 Any debts, claims, liabilities, or obligations of the\nSellers not expressly assumed by Purchaser pursuant to this Agreement; or\n\n               8.1.3 Any breach of any of the representations or warranties or\nfailure to perform any of the covenants made by the Sellers in the License\nAgreement, or any certificate, exhibit, instrument or other document delivered\npursuant to the License Agreement.\n\n        8.2 ASK JEEVES INDEMNITY. Purchaser agrees to indemnify Seller and hold\nthem harmless from and against any and all liabilities, losses, damages, costs\nor expenses (including without limitation reasonable legal and expert witnesses'\nfees and expenses) incurred by the Sellers to the extent that such Damages are\noccasioned by, caused by or arise out of:\n\n               8.2.1 any breach of any of the representations or warranties or\nfailure to perform any of the covenants made by Purchasers in this Agreement, or\nany certificate, exhibit, instrument or other document delivered pursuant to\nthis Agreement; or\n\n               8.2.2 Any breach of any of the representations or warranties or\nfailure to perform any of the covenants made by the Purchasers in the License\nAgreement, or any certificate, exhibit, instrument or other document delivered\npursuant to the License Agreement.\n\n        8.3 INDEMNIFICATION CLAIMS. If either party hereto (the \"Claimant\")\nwishes to assert an indemnification claim against the other party hereto, the\nClaimant shall deliver to the other party a written notice setting forth:\n\n               8.3.1 the specific representation and warranty alleged to have\nbeen breached by such other party;\n\n\n\n                                       9\n\n\n               8.3.2 a detailed description of the facts and circumstances\ngiving rise to the alleged breach of such representation and warranty; and\n\n               8.3.3 a detailed description of, and a reasonable estimate of the\ntotal amount of, the Damages actually incurred or expected to be incurred by the\nClaimant as a direct result of such alleged breach.\n\n        A copy of any notice delivered to the Sellers shall be delivered by the\nPurchasers to the Escrow Agent and the Shareholder Representative, each as\ndefined in the Escrow Agreement.\n\n        8.4 DEFENSE OF THIRD PARTY ACTIONS. If either party hereto (the\n\"Indemnified Party\") receives notice or otherwise obtains knowledge of the\ncommencement or threat of any claim, demand, dispute, action, suit, examination,\naudit, proceeding, investigation, inquiry or other similar matter that may give\nrise to an indemnification claim against the other party hereto (the\n\"Indemnifying Party\"), then the Indemnitee shall promptly deliver to the\nIndemnified Party a written notice describing such complaint or the commencement\nof such action or proceeding; provided, however, that the failure to so notify\nthe Indemnifying Party shall relieve the Indemnifying Party from liability under\nthis Agreement with respect to such claim only if, and only to the extent that,\nsuch failure to notify the Indemnifying Party results in the forfeiture by the\nIndemnifying Party of rights and defenses otherwise available to the\nIndemnifying Party with respect to such claim or the opportunity to defend or\nparticipate in the defense of said claim. The Indemnifying Party shall have the\nright, upon written notice delivered to the Indemnified Party within 20 days\nthereafter to assume the defense of such action or proceeding, including the\nemployment of counsel reasonably satisfactory to the Indemnified Party and the\npayment of the fees and disbursements of such counsel. In the event, however,\nthat the Indemnifying Party declines or fails to assume the defense of the\naction or proceeding or to employ counsel reasonably satisfactory to the\nIndemnified Party, in either case within such 20 day period, then such\nIndemnified Party may employ counsel, reasonably acceptable to the Indemnifying\nParty, to represent or defend it in any such action or proceeding and the\nIndemnifying Party shall pay the reasonable fees and disbursements of such\ncounsel as incurred; provided, however, that the Indemnifying Party shall not be\nrequired to pay the fees and disbursements of more than one counsel for all\nIndemnified Parties in any jurisdiction in any single action or proceeding. In\nany action or proceeding with respect to which indemnification is being sought\nhereunder, the Indemnified Party or the Indemnifying Party, whichever is not\nassuming the defense of such action, shall have the right to participate in such\nlitigation and to retain its own counsel at such party's own expense. The\nIndemnifying Party or the Indemnified Party, as the case may be, shall at all\ntimes use all commercially reasonable efforts to keep the Indemnifying Party or\nthe Indemnified Party, as the case may be, reasonably apprised of the status of\nthe defense of any action, the defense of which they are maintaining, and to\ncooperate in good faith with each other with respect to the defense of any such\naction. No Indemnified Party may settle or compromise any claim or consent to\nthe entry of any judgment with respect to which indemnification is being sought\nhereunder without the prior written consent of the Indemnifying Party, which\nshall not be unreasonably withheld. The Indemnifying Party shall not settle any\nclaim or assertion, unless the Indemnified Party consents in writing to such\nsettlement, which consent shall not be unreasonably withheld.\n\n\n\n                                       10\n\n\n        8.5 EXPIRATION OF REPRESENTATIONS AND WARRANTIES. All of the\nrepresentations and warranties set forth in this Agreement shall terminate and\nexpire, and shall cease to be of any force or effect on the first anniversary of\nthe Closing Date, and all liability of Lumina and Ask Jeeves with respect to\nsuch representations and warranties shall thereupon be extinguished; provided,\nhowever, that if, prior to such first anniversary, Claimant delivers a written\nnotice to the other party hereto or to the Escrow Agent, then the specific\nindemnification claim set forth in such notice shall survive such first\nanniversary (and shall not be extinguished thereby) until the settlement of such\nspecific claim.\n\n        8.6 THRESHOLD. Neither the Sellers nor the Purchasers shall be required\nto make any indemnification payment pursuant to Section 8.1 or 8.2,\nrespectively, until such time as the total amount of all Damages that have been\ndirectly or indirectly suffered or incurred by an Indemnified Party, or to which\nan Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the\naggregate. At such time as the total amount of such Damages exceeds $50,000 in\nthe aggregate, the Indemnified Party shall be entitled to be indemnified against\nthe full amount of such Damages (and not merely the portion of such Damages\nexceeding $50,000).\n\n9.      POST-CLOSING COVENANTS.\n\n        9.1 FURTHER ASSURANCES. Lumina shall not voluntarily undertake any\ncourse of action which interferes in any way with the rights obtained by Ask\nJeeves hereunder or is otherwise inconsistent with the satisfaction of its\nobligations or agreements set forth in this Agreement. Lumina hereby agrees not\nto contest Ask Jeeves's ownership of the Intellectual Property Rights or Ask\nJeeves's title to the Assets. Lumina shall execute, acknowledge and deliver any\nfurther assignments, conveyances and other assurances, documents and instruments\nof transfer, consistent with the terms of this Agreement, which are reasonably\nrequested and prepared by Ask Jeeves or its counsel and shall take any other\naction, consistent with the terms of this Agreement, that may be reasonably\nrequested and prepared by Ask Jeeves or its counsel for the purpose of\nassigning, transferring, granting, conveying, and confirming to Ask Jeeves or\nreducing to its possession, any or all of the Assets or the liabilities. Ask\nJeeves shall be solely responsible for all out-of-pocket costs related to such\nrequests. If Ask Jeeves cannot secure Lumina's signature for any of the\nforegoing after reasonable efforts, Lumina appoints Ask Jeeves as Lumina's\nattorney-in-fact to take all actions Ask Jeeves deems reasonably necessary to\nexercise its rights under this Section.\n\n        9.2 CONFIDENTIALITY. From and after the Closing Date, to the maximum\nextent permitted by applicable law, all technical, marketing and other\ninformation directly relating to the Assets and Intellectual Property Rights\nthereto shall at all times be and remain the sole and exclusive property of Ask\nJeeves. At all times after the Closing Date, Lumina shall retain in strictest\nconfidence, and shall not disclose to third parties or use for its benefit or\nfor the benefit of any third party, all information assigned under this\nAgreement or disclosed by Ask Jeeves or in any other way relating to the Assets.\nLumina understands and agrees that Ask Jeeves's remedies at law for a breach by\nLumina of its obligations under this Section will be inadequate and that Ask\nJeeves shall, in the event of any such breach, be entitled to equitable relief\n(including without limitation injunctive relief and specific performance) in\naddition to all other remedies provided under this Agreement or available to Ask\nJeeves at law.\n\n\n\n                                       11\n\n\n10.     MISCELLANEOUS.\n\n        10.1 GOVERNING LAW. This Agreement shall be governed by and construed in\naccordance with the substantive laws of the State of California applicable to\ncontracts between California residents entered into and to be performed entirely\nwithin the State of California. Any action or proceeding brought by either party\nagainst the other arising out of or related to this Agreement shall be brought\nexclusively in a state or federal court in Santa Clara County, California.\n\n        10.2 WAIVERS; CUMULATIVE REMEDIES. Any waiver, consent or the like must\nbe in writing. Any waiver by either party of any breach of this Agreement by the\nother party shall not constitute a waiver of any other or subsequent breach of\nthis Agreement. All remedies, either under this Agreement or by law or\notherwise, afforded to the parties hereunder shall be cumulative and not\nalternative.\n\n        10.3 NOTICES. All notices and other communications required or permitted\nhereunder shall be in writing and shall be effective upon receipt by facsimile\nwith a confirming copy sent by first-class mail, postage prepaid, or five (5)\ndays after deposit in the U.S. postal system by certified or registered mail,\nreturn receipt requested, postage prepaid to the addresses first set forth below\nsuch other address as a party may designate for itself by providing notice\nhereunder:\n\n        If to Lumina:                               If to Ask Jeeves:\n        Max Henrion                                 Amy Slater\n        Lumina Decision Systems, Inc.               Ask Jeeves, Inc.\n        59 N. Santa Cruz Avenue, Suite Q            918 Parker Street\n        Los Gatos, California 95030                 Berkeley, California 94210\n        Fax:  (408) 354-9562                        Fax:  (510) 649-8663\n\n        10.4 AUDIT. Each party shall provide the other with notice of an audit\nby any tax authority of such party's books and records which is reasonably\nlikely to relate to the Assets or the sale of the Assets in this transaction.\n\n        10.5 ATTORNEYS' FEES. In any action brought to construe or enforce this\nAgreement, the prevailing party shall receive in addition to any other remedy to\nwhich it may be entitled, compensation for all costs incurred in pursuing such\naction, including, but not limited to, reasonable attorneys' and expert\nwitnesses' fees and costs.\n\n        10.6 EXPENSES. Each party shall bear its own expenses and legal fees\nincurred on its behalf with respect to this Agreement and the transaction\ncontemplated hereby.\n\n        10.7 SEVERABILITY. In case any provision of this Agreement is held to be\ninvalid or unenforceable, such provision shall be deemed amended to the extent\nrequired to make it valid and enforceable and such amended provision and the\nremaining provisions of this Agreement will remain in full force and effect.\n\n        10.8 TITLE AND HEADINGS. The titles and headings contained in this\nAgreement are inserted for convenience only and shall not affect in any way the\nmeaning or interpretation of this Agreement.\n\n\n\n                                       12\n\n\n        10.9 SUCCESSOR AND ASSIGNS. The provisions hereof shall inure to the\nbenefit of, and be binding upon, the successors and assigns of the parties\nhereto.\n\n        10.10 RIGHTS OF THIRD PARTIES. Nothing contained in this Agreement,\nexpress or implied, shall be deemed to confer any rights or remedies upon, or\nobligate any of the parties hereto, to any person or entity.\n\n        10.11 PUBLICITY. The terms of this Agreement shall be considered\nconfidential information of Ask Jeeves and Lumina. Both parties agree that the\nspecific provisions hereof shall not be revealed or disclosed by it without the\nprior written consent of the other except to the extent such disclosure is\nrequired by applicable law or regulation.\n\n        10.12 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Exhibits hereto\nand the other documents delivered pursuant hereto constitute the full,\nexclusive, complete and entire understanding and agreement between the parties\nwith regard to the subject matter hereof and thereof and supersedes and revokes\nall other previous discussions, understanding and agreements, whether oral or\nwritten, between the parties with regard to the subject matter hereof. Any term\nof this Agreement may be amended and the observance of any term of this\nAgreement may be waived (either generally or in a particular instance and either\nretroactively or prospectively), only with the written consent of the affected\nparty.\n\n\n\n                                       13\n\n\n        The parties to this Agreement have caused this Agreement to be executed\nand delivered as of April 16, 1999.\n\n\n                                        ASK JEEVES, INC.,\n                                        a California corporation\n\n\n\n                                        By:   \/s\/  Rob Wrubel\n                                            ------------------------------------\n\n                                        Printed Name:   Rob Wrubel\n                                                      --------------------------\n\n                                        Title:        CEO\n                                               ---------------------------------\n\n\n\n                                        LUMINA DECISION SYSTEMS, INC.\n                                           a California corporation\n\n                                           By:   \/s\/  Max  Henrion\n                                               ---------------------------------\n\n                                           Printed Name:   Max Henrion\n                                                         -----------------------\n\n                                           Title:  CEO\n                                                  ------------------------------\n\n\n\n                                    EXHIBIT A\n\n                                     ASSETS\n\n\n\nThe following assets are the subject of this Purchase Agreement:\n\n1.  The Lumina Shopping Advisor prototype for digital cameras, as of 15 April\n    1999 including \n\n    a.  The general template Customer-Value model for consumer products written\n        in Analytica(R)\n\n    b.  The Category Knowledgebase for the product category of digital cameras\n        written in Analytica(R)\n\n    c.  The ASP (Microsoft Active Server Pages) Code for the Web user interface\n        for the digital camera advisor\n\n    d.  The digital camera product database\n\n    e.  Existing design documentation\n\n2.  The Lumina Shopping Advisor prototype for Laptop computers, as of 15 April,\n    1999 including \n\n    a.  The general template Customer-Value model for configurable products\n        written in Analytica(R)\n\n    b.  The Category Knowledgebase for configurable laptop computers written in\n        Analytica(R)\n\n    c.  The ASP Code for the Web user interface for the above\n\n    d.  The Dell laptop product database\n\n    e.  Existing design documentation\n\n3.  Draft marketing materials for the Lumina Shopping Advisor including\n\n    a. Draft Powerpoint marketing presentation\n\n    b. Report analyzing market segments\n\nItems 1 and 2 are included in a Microsoft Source Safe database, as of April 15,\n1999. These assets will be installed by Lumina on computer hardware systems of\nthe Purchaser.\n\n\n\n                                   EXHIBIT B\n\n                                 PAYMENT TERMS\n\n        On the Closing Date, Ask Jeeves shall deliver to Lumina the following:\n\n        (1) by wire transfer or check made payable to Lumina, the amount of\n$700,000;\n\n        (2) 450,000 shares of the common stock of Ask Jeeves (the \"Shares\").\n\n        Within five (5) business days following the Closing Date, Lumina shall\ndeliver the following:\n\n        (1) 150,000 Shares to State Street Bank and Trust Company of California,\nN.A. (the \"Escrow Agent\") pursuant to a distribution to the Shareholders in\naccordance with the terms of the Escrow Agreement; and\n\n        (2) 300,000 Shares to the Shareholders pursuant to a distribution.\n\n        Within six (6) business days following the Closing Date, the Employees\n(as defined below) shall deliver between 213,018 and 221,614 Shares (the\n\"Buyback Shares\") to Ask Jeeves to be held in escrow subject to the following\nright of repurchase by Ask Jeeves contained in the Offer Letters (the \"Buyback\nOption\"):\n\n        If an Employee's continuous service with Ask Jeeves is voluntarily\nterminated by such Employee or by Ask Jeeves with Cause, Ask Jeeves will have\nthe right at any time within ninety (90) days after such Employee's termination\nof continuous service with Ask Jeeves to purchase from such Employee such\nEmployee's pro rata portion of the Buyback Shares then subject to the Buyback\nOption, at the price per share of $0.25. For purposes of the Buyback Option,\n\"Employee\" shall mean a former employee of Lumina who accepts an offer of\nemployment by Ask Jeeves pursuant to an Offer Letter at or prior to the Closing\nDate. Twenty-Five percent (25%) of the Buyback Shares will be released from the\nBuyback Option on the date which is six months following the Closing Date of the\nAsset Purchase Agreement to which this Exhibit B is attached. An additional\n4.16667% of the Buyback Shares will be released from the Buyback Option monthly\nthereafter. For the purpose of the Buyback Option, \"Cause\" shall mean (a) an\nintentional refusal or failure to follow lawful and reasonable directions of the\nBoard of Directors of Ask Jeeves or the Chief Executive Officer or Chief\nTechnical Officer; (b) a willful and habitual neglect of duties as reasonably\ndetermined by the Chief Executive Officer or Chief Technical Officer; or (c) a\nconviction of a felony involving moral turpitude which is reasonably likely to\ninflict or has inflicted material injury on Ask Jeeves. For the purpose of the\nBuyback Option, an Employee will be deemed to have been terminated without Cause\nand, therefore, the Buyback Option will terminate with respect to such Employee,\nif the Employee voluntarily terminates for \"Good Reason\". Termination for \"Good\nReason\" shall occur in the event that (a) there is a diminution in the\nEmployees' office, title, duties, salary or benefits from the Closing Date, (b)\nAsk Jeeves breaches its Offer Letter with such Employee, (c) such Employee is\ndisabled or dies, or (d) the Employee is relocated to an office that is more\nthan twenty (20) miles away from Lumina's current office in Los Gatos.\n\n\n\n                                    EXHIBIT C\n\n                                Form of Offer Letter\n\n\n\nApril __, 1999\n\n\n\nDear ____________:\n\nIn connection with our proposed acquisition of certain assets of Lumina Decision\nSystems, Inc. (the \"Transaction\") we are pleased to offer you the position of\n_________________________________________ for Ask Jeeves, Inc. (the \"Company\")\neffective upon the closing of the Transaction. Your first day of employment will\nbe approximately April 19, 1999, or as soon after the closing of the Transaction\nas feasible (your \"Start Date\"). You will report to ________________.\n\nYou will receive an annual salary of $_______, which will be paid semi-monthly\nin accordance with the Company's normal payroll procedures. You will also be\neligible to participate in any employee benefit programs that are, or may\nbecome, available to a full time _____________________________________, or an\nemployee at a comparable level, at Ask Jeeves. You acknowledge, by signing this\nletter where indicated below, that Ask Jeeves is not assuming any liability of\nLumina in connection with your employment by Lumina.\n\nUpon your employment you will be awarded _______ non-statutory stock options to\npurchase stock in the Company pursuant to the Company's incentive stock option\nplan (the Plan), vesting over a period of four years, with 25% of the shares\nvesting on the first anniversary of your employment, and the remaining shares\nvesting in 36 equal monthly installments thereafter, with a ten-year term, at an\nexercise price of $____, with a vesting commencement date of February 8, 1999.\n\nYou will be eligible for a one-time performance bonus payment if Ask Jeeves,\nwithin 18 months of the closing date of the Transaction, has sold and invoiced,\nwith the expectation of receiving payment, five licensing deals incorporating\nthe Lumina PDE software. To be counted towards the performance bonus, such deals\nmust have an average total selling price of $100,000 per deal. If this goal is\nmet, you will, at your option, receive either (a) $_______ in cash; (b) $_______\nworth of Ask Jeeves common stock valued at the fair market value for the shares\non the day that the Company's Board of Directors approves the bonus payment; or\n(c) a combination of stock and cash with an aggregate value of $_______. Subject\nto Board approval, your share of the performance bonus will be paid within 30\ndays of the date that this goal is met.\n\nThe Company agrees that for the lesser of (i) the duration of your employment\nwith the Company or (ii) two (2) years from your Start Date you will be able to\nperform your duties at a location that is not more than twenty (20) miles from\nLumina's current offices in Los Gatos.\n\nNotwithstanding anything else contained in this letter, your employment with the\nCompany is for no specified period and constitutes at will employment. As a\nresult, you are free to resign at any time, for any reason or for no reason.\nSimilarly, the Company is free to conclude its employment\n\n\n\nrelationship with you at any time, with or without cause. We agree that up to\n199,874 shares of the Company stock you received in connection with the\nTransaction may be subject to the buyback described in Attachment A (the\n\"Buyback Shares\").\n\nEnclosed is a summary of current Company benefits. Our benefits, payroll and\nother human resource management services are provided through TriNet Employer\nGroup, Inc. TriNet is a professional employer organization (PEO) contracted by\nAsk Jeeves to perform selected employer responsibilities on our behalf. As a\nresult of our arrangement with TriNet, TriNet will be considered your employer\nof record for payroll, benefits and other functions involving employer related\nadministration. However, your managers at Ask Jeeves will be responsible for\nreviewing your performance and otherwise directing your work\n\nFor purposes of federal immigration law, you will be required to provide to the\nCompany documentary evidence of your identity and eligibility for employment in\nthe United States. Such documentation must be provided to us within three (3)\nbusiness days of your date of hire or our employment relationship with you may\nbe terminated.\n\nI have enclosed our Confidential Information and Invention Assignment Agreement.\nIf you accept this offer, please return to me a signed copy of this agreement.\n\nIn the event of any dispute or claim relating to or arising out of our\nemployment relationship, you and the Company agree that all such disputes shall\nbe fully and finally resolved by binding arbitration conducted by the American\nArbitration Association in Berkeley, California.\n\nHowever, we agree that this arbitration provision shall not apply to any\ndisputes or claims relating to or arising out of the misuse or misappropriation\nof the Company's trade secrets or proprietary information.\n\nTo indicate your acceptance of the Company's offer, please sign and date this\nletter in the space provided below and return it to me. A duplicate original is\nenclosed for your records.\n\n\n\nThis letter, along with the Confidential Information and Invention Assignment\nAgreement between you and the Company, sets forth the terms of your employment\nwith the Company and supersedes any prior representations or agreements, whether\nwritten or oral. This letter may not be modified or amended except by a written\nagreement signed by the Company and by you.\n\nWelcome to Ask Jeeves\n\nSincerely,\n\n\n\nRobert W. Wrubel\nPresident &amp; CEO\n\nEnclosures\n\n\nAccepted:\n\n                                             Date: \n-----------------------------------                -----------------------------\n\n\n\n                                  ATTACHMENT A\n\n        If an Employee's continuous service with Ask Jeeves is voluntarily\nterminated by such Employee or by Ask Jeeves with Cause, Ask Jeeves will have\nthe right at any time within ninety (90) days after such Employee's termination\nof continuous service with Ask Jeeves to purchase from such Employee such\nEmployee's pro rata portion of the Buyback Shares then subject to the Buyback\nOption, at the price per share of $0.25. For purposes of the Buyback Option,\n\"Employee\" shall mean a former employee of Lumina who accepts an offer of\nemployment by Ask Jeeves pursuant to an Offer Letter at or prior to the Closing\nDate. Twenty-Five percent (25%) of the Buyback Shares will be released from the\nBuyback Option on the date which is six months following the Closing Date of the\nAsset Purchase Agreement to which this Attachment A is attached as Exhibit B. An\nadditional 4.16667% of the Buyback Shares will be released from the Buyback\nOption monthly thereafter. For the purpose of the Buyback Option, \"Cause\" shall\nmean (a) an intentional refusal or failure to follow lawful and reasonable\ndirections of the Board of Directors of Ask Jeeves or the Chief Executive\nOfficer or Chief Technical Officer; (b) a willful and habitual neglect of duties\nas reasonably determined by the Chief Executive Officer or Chief Technical\nOfficer; or (c) a conviction of a felony involving moral turpitude which is\nreasonably likely to inflict or has inflicted material injury on Ask Jeeves. For\nthe purpose of the Buyback Option, an Employee will be deemed to have been\nterminated without Cause and, therefore, the Buyback Option will terminate with\nrespect to such Employee, if the Employee voluntarily terminates for \"Good\nReason\". Termination for \"Good Reason\" shall occur in the event that (a) there\nis a diminution in the Employees' office, title, duties, salary or benefits from\nthe Closing Date, (b) Ask Jeeves breaches its Offer Letter with such Employee,\n(c) such Employee is disabled or dies, or (d) the Employee is relocated to an\noffice that is more than twenty (20) miles away from Lumina's current office in\nLos Gatos.\n\n\n                               TABLE OF CONTENTS\n\n\n\n\n                                                                            PAGE\n                                                                      \n1.      SALE OF ASSETS; RELATED TRANSACTIONS...................................1\n\n        1.1    Purchase and Sale...............................................1\n\n        1.2    Assignment of Contracts.........................................1\n\n        1.3    Complete Transfer...............................................1\n\n               1.3.1  No Assumption of Liabilities.............................2\n\n2.      PAYMENT................................................................2\n\n        2.1    Purchase Price..................................................2\n\n        2.2    Taxes...........................................................2\n\n3.      CLOSING................................................................2\n\n        3.1    Closing.........................................................2\n\n        3.2    Transfer of Assets..............................................2\n\n4.      REPRESENTATIONS AND WARRANTIES OF  LUMINA..............................3\n\n        4.1    Organization and Standing.......................................3\n\n        4.2    Power and Authorization.........................................3\n\n        4.3    Title to Assets; Intellectual Property..........................3\n\n        4.4    Conflicting Agreements..........................................4\n\n        4.5    Capitalization..................................................5\n\n        4.6    Litigation......................................................5\n\n        4.7    Governmental Authorizations and Regulations.....................5\n\n        4.8    Bulk Sales Laws.................................................5\n\n        4.9    Material Contracts, Commitments, and Product Warranties.........5\n\n        4.10   Manufacturing and Technology Rights.............................5\n\n        4.11   Taxes...........................................................5\n\n        4.12   Brokerage.......................................................6\n\n        4.13   Full Disclosure.................................................6\n\n5.      REPRESENTATIONS AND WARRANTIES OF ASK JEEVES...........................6\n\n        5.1    Organization and Standing.......................................6\n\n        5.2    Power; Authorization............................................6\n\n        5.3    Capitalization..................................................6\n\n        5.4    Shares Validly Issued...........................................6\n\n        5.5    Conflicting Agreements..........................................7\n\n\n\n\n                                       i\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n\n\n                                                                            PAGE\n                                                                      \n        5.6    Litigation.....................................................7\n\n        5.7    Brokerage......................................................7\n\n        5.8    Financial Statements...........................................7\n\n6.      CLOSING CONDITIONS OF LUMINA..........................................7\n\n        6.1    Material Adverse Change........................................7\n\n        6.2    Consents, Approvals and Waivers................................7\n\n        6.3    Covenants......................................................8\n\n        6.4    Proceedings and Documents......................................8\n\n        6.5    Offer Letters..................................................8\n\n        6.6    License Agreement..............................................8\n\n7.      CLOSING CONDITIONS OF ASK JEEVES......................................8\n\n        7.1    Satisfactory Due Diligence; Material Adverse Change............8\n\n        7.2    Consents, Approvals and Waivers................................8\n\n        7.3    Covenants......................................................8\n\n        7.4    Proceedings and Documents......................................8\n\n        7.5    Offers of Employment...........................................8\n\n        7.6    License Agreement..............................................9\n\n        7.7    Escrow Agreement...............................................9\n\n8.      INDEMNIFICATION.......................................................9\n\n        8.1    Lumina Indemnity...............................................9\n\n        8.2    Ask Jeeves Indemnity...........................................9\n\n        8.3    Indemnification Claims.........................................9\n\n        8.4    Defense of Third Party Actions................................10\n\n        8.5    Expiration of Representations and Warranties..................11\n\n        8.6    Threshold.....................................................11\n\n9.      POST-CLOSING COVENANTS...............................................11\n\n        9.1    Further Assurances............................................11\n\n        9.2    Confidentiality...............................................11\n\n10.     MISCELLANEOUS........................................................12\n\n        10.1   Governing Law.................................................12\n\n        10.2   Waivers; Cumulative Remedies..................................12\n\n\n\n\n                                       ii.\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n\n\n                                                                            PAGE\n                                                                      \n        10.3   Notices.......................................................12\n\n        10.4   Audit.........................................................12\n\n        10.5   Attorneys' Fees...............................................12\n\n        10.6   Expenses......................................................12\n\n        10.7   Severability..................................................12\n\n        10.8   Title and Headings............................................12\n\n        10.9   Successor and Assigns.........................................13\n\n        10.10  Rights of Third Parties.......................................13\n\n        10.11  Publicity.....................................................13\n\n        10.12  Entire Agreement; Amendment...................................13\n\n\n\n\n                                      iii.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6772],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9623,9622],"class_list":["post-43279","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ask-jeeves-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43279","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43279"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43279"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43279"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43279"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}