-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNlbhNBEDQGPDUNsfxiByiDhu/eKIrG7wvKlFY87HoAQyzvQPwCOIE3s/crDYHDN 1z1PKKL/WeKA29JF5abxkA== 0001144204-05-011232.txt : 20050413 0001144204-05-011232.hdr.sgml : 20050413 20050412180941 ACCESSION NUMBER: 0001144204-05-011232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050408 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOMEDIA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001022701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 363680347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21743 FILM NUMBER: 05747017 BUSINESS ADDRESS: STREET 1: 2201 SECOND ST STE 600 STREET 2: STE 600 CITY: FORT MYERS STATE: FL ZIP: 33901 BUSINESS PHONE: 6303554404 MAIL ADDRESS: STREET 1: 2201 SECOND STREET STREET 2: SUITE 600 CITY: FORT MYERS STATE: FL ZIP: 33901 FORMER COMPANY: FORMER CONFORMED NAME: DEVSYS INC DATE OF NAME CHANGE: 19960911 8-K 1 v16172_8k.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 8, 2005 NEOMEDIA TECHNOLOGIES, INC. --------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-21743 36-3680347 - ------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) Incorporation) 2201 SECOND STREET, SUITE 402, FORT MYERS, FLORIDA 33901 - ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (239) - 337-3434 ---------------------------------------------------- (Registrant's Telephone Number, including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On April 8, 2005, NeoMedia Technologies, Inc. ("NeoMedia") acquired from Loyaltypoint, Inc. ("Loyaltypoint") four issued United States patents, and two patent applications, one each in Europe and Japan. Following is a summary of each of the four issued patents: o U.S. 6,430,554 B1 covers technology that uses uniquely-coded objects, such as consumer goods to automatically generate an online search for information related to those objects or goods from a computer, PDA, mobile phone or other device; o U.S. 6,651,053 B1 is an extension of U.S. 6,430,554 B1, covering additional mechanisms for performing such searches using mobile devices; o U.S. 6,675,165 B1 covers uses of location-based technology to deliver content that is based both on a particular advertisement and the geographic location in which the advertisement is located; and o U.S. 6,766,363 B1 covers techniques for providing information to end users based on objects, goods or other items depicted in external media, such as video, audio, film or printed matter. In exchange for the patents and patent applications, NeoMedia paid $1,500,000 cash. NeoMedia will also pay Loyaltypoint a 10% royalty on all future licensing revenue earned by NeoMedia from the acquired patents. The patent purchase agreement is attached hereto as Exhibit 16.1, and NeoMedia's press release with respect to the acquisition is attached hereto as Exhibit 16.2. SIGNATURES 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. NeoMedia Technologies, Inc. (Registrant) Date: April 12, 2005 By: /s/ Charles T. Jensen -------------- ----------------------------------- Charles T. Jensen, President, Chief Executive Officer, and Director EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------------ ------------------------------------------------------------- 16.1 Patent Purchase Agreement between NeoMedia and Loyaltypoint - ------------------ ------------------------------------------------------------- 16.2 Press release dated April 12, 2005 - ------------------ ------------------------------------------------------------- EX-16.1 2 v16172_ex16-1.txt EXHIBIT 16.1 PATENT PURCHASE AGREEMENT This PATENT PURCHASE AGREEMENT is entered into on April 8, 2005 by and between NeoMedia Technologies, Inc., a Delaware corporation ("Purchaser"), having a place of business at 2201 Second St, Suite 402, Fort Myers, Florida 33901, and Loyaltypoint, Inc., a Delaware corporation ("Seller"), having a place of business at 3885 Crestwood Parkway, Suite 550, Duluth, GA 30096. The parties hereby agree as follows. 1. BACKGROUND 1.1 Seller owns certain United States Letters Patents and/or applications for United States Letters Patents and/or related foreign patents and applications. 1.2 Seller wishes to sell its right, title and interest in such patents and applications to Purchaser. 1.3 Purchaser wishes to purchase such patents and applications. 2. DEFINITIONS 2.1 "Closing Date" date means April 11, 2005 or such earlier or later date as the parties shall agree to in writing. 2.2 "Escrow Agent" means Harris Cramer LLP. 2.3 "Initial Payment" has the meaning set forth in Section 3.2. 2.4 "Licensing Revenues" shall mean all revenues, including royalties and license payments as well as litigation net proceeds, actually or constructively received by Purchaser from a third party which are in any way attributable to the Patents. 2.5 "Patents" means those patents and applications listed in Exhibit A hereto, and all reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, and divisions of such patents and applications; provisional patent applications that are or will be continuations or continuations in part of such patents and applications; and foreign counterparts to any of the foregoing including without limitation utility models. 2.6 "Royalties" has the meaning set forth in Section 3.3. 1 3. CLOSING, PAYMENT AND LICENSES 3.1 Initial Payment/ Escrow. On or before April 8, 2005, Purchaser shall deliver to Escrow Agent the sum of One Million Five Hundred Thousand Dollars ($1,500,000) by wire transfer (the "Initial Payment"). The Initial Payment shall be held in escrow by Escrow Agent subject to Seller's satisfaction of the conditions set forth in Section 3.2. In the event that Seller satisfies the conditions set forth in Section 3.2, Escrow agent shall release the Initial Payment to Seller. In the event that Seller fails to satisfy the conditions set forth in Section 3.2, Escrow agent shall release the Initial Payment to Purchaser. Escrow agent. shall not be liable for any action related to this Agreement, except as a result of gross negligence or willful misconduct. In the event of a dispute under this Agreement, Escrow Agent shall have the right to tender the escrowed funds to the registry of the appropriate court or disburse the escrowed funds in accordance with the court's ultimate disposition, and the undersigned shall indemnify and hold Escrow Agent harmless from and against any damages or loss in connection therewith, including, but not limited to, reasonable attorneys fees and court costs. 3.2 Delivery. On the Closing Date, Seller shall deliver to Purchaser original notarized Assignments of Patent Rights in the forms attached as Exhibit B hereto. 3.3 License Fee. As additional consideration for the transfer of the Patents, Purchaser shall pay Seller royalties equal to ten percent (10%) of Licensing Revenues for a period of 10 years from the Closing Date (the "Royalties"). The Royalties shall be payable to Seller in U.S dollars at the address of Seller on a quarterly basis 20 days following the end of each calendar quarter. Purchaser shall provide to Seller adequate detail reflecting the calculation of the Royalties along with each payment. Purchaser shall keep proper books and records as required to account for the Royalties, which books and records shall be subject to inspection and audit by Seller or its representatives during normal business hours with reasonable prior notice. Purchaser shall be responsible for the cost of such examination and audit if there is a discrepancy of more than 5%. 3.4 Grant-back License. As additional consideration for the transfer of the Patents, effective as of the Closing Date, Purchaser grants back to Seller a non-exclusive royalty-free non-transferable right and license under the Patents to use any products and services covered by the Patents, but only for Seller's internal business use, without any right to sublicense. For purposes of the preceding sentence, "Seller's internal business use" shall include the use by Seller, entities controlled by or under common control with Seller, and any successors to the preceding as a result of merger, reorganization, consolidation, asset sale, liquidation or similar transaction. 4. ADDITIONAL OBLIGATIONS 4.1 Further Cooperation. Within 10 days following the Closing Date, Seller shall deliver to Purchaser all files and original documents owned or controlled by Seller (including without limitation Letters Patents) relating to the Patents. At the reasonable request of Purchaser or its 2 designees, Seller shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including without limitation execution, acknowledgment and recordation of other such papers, and using commercially reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Purchaser or its designees the benefit of the transactions contemplated hereby. 5. REPRESENTATIONS AND WARRANTIES Except as specifically described on Exhibit C to this Agreement, Seller hereby represents and warrants to Purchaser as follows: 5.1 Authority. Seller has the right and authority to enter into this Agreement and to carry out its obligations hereunder. 5.2 Title and Contest. Seller has good and marketable title to the Patents, including without limitation all rights, title, and interest in the Patents to sue for infringement thereof. The Patents are free and clear of all liens, mortgages, security interests or other encumbrances, and restrictions on transfer. There are no co-owners, actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patents. There are no existing contracts, agreements, options, or commitments, or rights with, to, or in any person to acquire any of the Patents. 5.3 Existing Licenses. No rights or licenses have been granted under the Patents. 5.4 Restrictions on Rights. Purchaser or its designees will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Patents as a result of the transaction contemplated in this Agreement, or any prior transaction related to the Patents. 5.5 Enforcement. Seller has not put a third party on notice of actual or potential infringement of any of the Patents or considered enforcement action(s) with respect to any of the Patents. 5.6 Patent Office Proceedings. None of the Patents have been or are currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding and that no such proceedings are pending or threatened. 5.7 Fees. All maintenance fees, annuities, and the like due on the Patents have been timely paid. 3 5.8 Consents. Seller has obtained all third party consents, approvals, and/or other authorizations required to make the assignments set forth in Exhibit B. 5.9 Validity and Enforceability. The Patents have never been found invalid or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and Seller has not received any notice or information of any kind from any source suggesting that the Patents may be invalid or unenforceable. 6. MISCELLANEOUS 6.1 Limitation on Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, OR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. 6.2 Limitation of Liability. EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE THE PAYMENT OF CONSIDERATION AS REQUIRED PURSUANT TO SECTION 3. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. 6.3 Compliance with Laws. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government. 6.4 Jurisdiction. Each party hereby agrees to jurisdiction and venue in the courts of the State of Georgia or the federal courts sitting therein for all disputes and litigation arising from or relating to this Agreement. 6.5 Entire Agreement. The terms and conditions of this Agreement, including its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. No oral explanation or oral information by either party hereto shall alter the meaning or interpretation of this Agreement. No amendments or modifications shall be effective unless in writing signed by authorized representatives of both parties. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions which may appear on any acknowledgment or other writing not expressly 4 incorporated into this Agreement. This Agreement may be executed in two (2) or more counterparts, all of which, taken together, shall be regarded as one and the same instrument. The following exhibits are attached hereto and incorporated herein: Exhibit A (entitled "Patent Rights to be Assigned"); Exhibit B (entitled "Assignment of Patent Rights") and Exhibit C (entitled "Exceptions to Seller's Representations"). 6.6 Notices: All notices required or permitted to be given hereunder shall be in writing, shall make reference to this Agreement, and shall be delivered by hand, or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows: If to Seller If to Purchaser Loyaltypoint, Inc. NeoMedia, Technologies, Inc 3885 Crestwood Parkway, Suite 550 2201 Second St, Suite 402 Duluth, GA 30096 Fort Myers, Florida 33901 Attn: David M. Falgoust, Esq., Attn: Charles T. Jensen, General Counsel President & CEO Such notices shall be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Either party may give written notice of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given to such party at such changed address. 6.7 Severability. The terms and conditions stated herein are declared to be severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this Agreement. 6.8 Waiver. Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. 6.9 Assignment. The terms and conditions of this Agreement shall inure to the benefit of Purchaser, its successors, assigns and other legal representatives, and shall be binding upon Seller, its successor, assigns and other legal representatives. 5 6.10 Survival. The provisions of Sections 3.3, 3.4, 4.1 and 6 shall survive the closing of the purchase and sale. 6.11 Execution/ Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Signatures may be original or facsimile. [INTENTIONALLY LEFT BLANK] 6 In witness whereof, the parties have executed this Patent Purchase Agreement as of the Effective Date: Loyaltypoint, Inc. NeoMedia Technologies, Inc. /s/ Paul Robinson /s/ Charles T. Jensen - ---------------------------- ------------------------------ Signature Signature Paul Robinson Charles T. Jensen - ---------------------------- ------------------------------ Printed Name Printed Name CEO President & CEO - ---------------------------- ------------------------------ Title Title 4/8/05 April 7, 2005 - ---------------------------- ------------------------------ Date Date ESCROW AGENT: Harris Cramer LLP By: Daryl Cramer & Associates, P.A., Partner By: /s/ Daryl B. Cramer ---------------------------------------- Daryl B. Cramer, President AS TO SECTION 3.1 ONLY 7 Exhibit A Patent Rights To Be Assigned
Patent or Application No. Country Filing Date Title and Inventor(s) - --------------------------------------------------------------------------------------------- Interactive System for investigating US6430554B1 products on a network, Leigh M. US Jan. 25, 2000 Rothschild - --------------------------------------------------------------------------------------------- Interactive System for investigating US6651053B1 US Aug. 28, 2000 products on a network, Leigh M. Rothschild - --------------------------------------------------------------------------------------------- Interactive System for investigating EP00 909 978.9-2201 EP Jan. 25, 2000 products on a network, Leigh M. Rothschild - --------------------------------------------------------------------------------------------- Interactive System for investigating JP, S.N. 2000-596490 JP Jan. 25, 2000 products on a network, Leigh M. Rothschild - --------------------------------------------------------------------------------------------- Method for linking a billboard or signage to information on a global computer network through manual US6675165B1 US Aug. 28, 2000 information input or a global positioning system, Leigh M. Rothschild - --------------------------------------------------------------------------------------------- System and method of linking items in audio, visual, and printed media to US6766363B1 US Aug. 31, 2000 related information stored on an electronic network using a mobile device, Leigh M. Rothschild - ---------------------------------------------------------------------------------------------
Exhibit B ASSIGNMENT OF PATENT RIGHTS ASSIGNMENT WHEREAS, BarPoint.com, Inc. (now LoyaltyPoint, Inc.), a corporation of the State of Delaware, having a principal address at Lilburn, 3885 Crestwood Parkway, Duluth, Georgia 30096, "Assignor", is the owner of the entire right, title and interest in and to the following United States Patents in the United States of America: Patent No. Issue Date Title - ---------- ---------- ----- 6,430,554 August 6, 2002 INTERACTIVE SYSTEM FOR INVESTIGATING PRODUCTS ON A NETWORK 6,651,053 November 18, 2003 INTERACTIVE SYSTEM FOR INVESTIGATING PRODUCTS ON A NETWORK 6,675,165 January 6, 2004 METHOD FOR LINKING A BILLBOARD OR SIGNAGE TO INFORMATION ON A GLOBAL COMPUTER NETWORK THROUGH MANUAL INFORMATION INPUT OR A GLOBAL POSITIONING SYSTEM 6,766,363 July 20, 2004 SYSTEM AND METHOD OF LINKING ITEMS IN AUDIO, VISUAL, AND PRINTED MEDIA TO RELATED INFORMATION STORED ON AN ELECTRONIC NETWORK USING A MOBILE DEVICE and the inventions disclosed therein; WHEREAS, NeoMedia Technologies, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business located at 2201 Second Street, Fort Myers, Florida 33901, "Assignee", desires to acquire the entire right, title and interest in and to said inventions and in and to the above-identified Letters Patents of the United States; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, assign, transfer and set over unto Assignee, its legal representatives, successors and assigns, the entire right, title and interest in and to the above-identified Patents and the inventions disclosed therein, including any corresponding foreign patent rights and the right to sue for past infringements of said Patents, to be held and enjoyed by Assignee as fully and entirely as they would have been held and enjoyed by Assignor to the end of the term for which the above-identified Patents have been granted. Upon said considerations, Assignor hereby agrees with Assignee that Assignor will not execute any writing or do any act whatsoever conflicting with these presents, and that Assignor will, at any time upon request, without further or additional consideration, execute such additional assignments and other writings and do such additional acts as Assignee may deem necessary or desirable to perfect Assignee's enjoyment of this grant. BarPoint.com, Inc. (now LoyaltyPoint, Inc.) Date: 4/11/05 /s/ Paul Robinson ---------- ------------------------------------------- By: Paul Robinson Title: CEO DEED OF ASSIGNMENT Japanese Patent Application No. 2000-596490 We (I), BARPOINT.COM, INC. (now know as Loyaltypoint, Inc.), of 3885 Crestwood Parkway, Suite 550, Duluth, GA 30096 U.S.A., hereby declare that we (I) assign the entire right deriving from the above-mentioned Patent Application in Japan to NEOMEDIA TECHNOLOGIES, INC. of 2201 Second Street, Suite 402, Fort Myers, FL 3901 U.S.A. in accordance with this Deed of Assignment. Signed at Duluth, GA Dated this 11th day of April, 2005 BARPOINT.COM, INC. (now know as Loyaltypoint, Inc.) Signature: /s/ Paul Robinson ----------------- Name (in block letters): PAUL ROBINSON ------------- Title: CEO (NO LEGALIZATION) PATENT UTILITY MODEL DESIGN TRADE MARK POWER OF ATTORNEY I, ( We) , NeoMedia Technologies, Inc. of 2201 Second Street, Suite 402, Fort Myers, FL 33901 hereby appoint and nominate Yoshiteru OSHIDA and Yoshitaka OSHIDA, Registered Patent Attorney(s) of Japan, as my (our) agent with full power of substitution and revocation, to apply for ________________________ to the Japanese Patent Office and, if necessary, to file a request for examination relating to the said application, to file a written explanation of the circumstances relating to advancement of examination of the said application, to convert the said application into one for patent of utility model or design registration, to demand a trial against rejection of the application or against a decision of dismissal of supplement or amendment, to lodge an administrative petition or a suit from dissatisfaction with an administrative action and to withdraw or abandon the application, opposition, demand, administrative petition or suit, and to perform all other formalities and acts under the provisions concerned to the Patent, Utility Model, Design and Trade Mark Laws of Japan or any Orders issued on the basis thereof, and I (we) hereby appoint said attorney as applicant's administrators to perform all acts necessary for protection of the right established with regard to the above. Dated this ______ day of _______________, 200__. NeoMedia Technologies, Inc. ----------------------------- Signature of Applicant
Ubertragungserklarung Declaration of Assignment Der/Die unterzeichnete/n Inhaber des/der folgenden I/We the undersigned owner of the following protective Schultzrechte/s bwz. Anmeldung/en right(s)/application(s) 00 909 978.9-2201 (Aktenzeichen der Schutrechte eintragen) ubertrage/n dies emit allen Rechten und Pflichten auf herewith assign those with all rights and duties to Und erklrt/en sich gleichzeitig mit der Umschreibung auf and agree that the assignment is recorded in the Patent den/die Erwerber einverstanden. Office. Ort/Datum: 4/11/05 Place/Date: 4/11/05 /s/ Paul Robinson /s/ Paul Robinson - ----------------- ----------------- Unterschrift des/der Abtretenden Signature of the assignor Keine Beglaubigung erforderlich Attestation is not required
Exhibit C Exceptions to Seller's Representations 1. See PriceGrabber.com Settlement Agreement dated September 23, 2004 as set forth in Form 8-K filed with the Securities and Exchange Commission on March 1, 2005. 2. On November 20, 2002, Seller filed suit against Fullplay Media Systems, Inc. and Trans World Entertainment Corp. for infringement of our U.S. Patent No. 6,430,554, "Interactive System for Investigating Products on a Network", (known as the 554 Patent). The case was filed in the United States District Court for the Southern District of Florida. The Company alleges that certain multimedia kiosk-type listening and viewing stations made, used, and/or sold by the defendants infringes upon the '554 Patent. On March 18, 2003 the parties agreed to settle the case by execution of a license and settlement agreement. On March 24, 2003 the court approved the license and settlement agreement and dismissed the case. Fullplay has filed bankruptcy in the United States bankruptcy court, western district of Washington at Seattle. It has not been determined what effect, if any such filing will have on the agreement. EX-16.2 3 v16172_ex16-2.txt EXHIBIT 16.2 For Immediate Release Press Contacts: Charles T. Jensen David A. Kaminer NeoMedia Technologies, Inc. The Kaminer Group +(239) 337-3434 +(914) 684-1934 cjensen@neom.com dkaminer@kamgrp.com NEOMEDIA TECHNOLOGIES ADDS TO IP PORTFOLIO BY ACQUIRING SEARCH-ORIENTED PATENTS FOR MOBILE MARKETING FT. MYERS, Fla., April 12, 2005 - NeoMedia Technologies, Inc. (OTC BB: NEOM), an innovator in mobile marketing services and patented technologies providing automatic links to Internet-based information, today announced the acquisition of four search-oriented patents issued in the U.S. and pending in Europe and Japan from LoyaltyPoint Inc. (OTC BB: LYLP) of Atlanta. Chas W. Fritz, NeoMedia's founder and chairman, said the patents "extend NeoMedia's reach above and beyond the direct retrieval of information from a code or word to activating online mobile marketing-oriented searches, primarily from mobile devices such as cell phones or PDA's." The patents were acquired for $1.5 million cash, as well as royalties for 10 years. LoyaltyPoint's co-founder and CEO Paul Robinson said the sale was "a strategic decision to maximize the value of the patents while allowing us to focus on our core business of nontraditional fundraising for schools and nonprofits." TOOL FOR SEARCH ENGINES The newly-acquired patents, including those awaiting issue in Europe and Japan, "continue to round-out NeoMedia's PaperClick(R) technology platform," Mr. Fritz said. "These new patents provide additional tools and ease-of-use that popular search engines, such as Google(R), Yahoo(R), Ask Jeeves(R) and others, can use to implement and popularize long-desired mobile marketing applications, such as comparison shopping triggered from mobile devices," he said. - The first patent (U.S. 6,430,554 B1) covers technology that uses uniquely-coded objects, such as consumer goods to automatically generate an online search for information related to those objects or goods from a computer, PDA, mobile phone or other device; - The second patent (U.S. 6,651,053 B1) is an extension of the first, covering additional mechanisms for performing such searches using mobile devices; - The third patent (U.S. 6,675,165 B1) covers uses of location-based technology to deliver content that is based both on a particular advertisement and the geographic location in which the advertisement is located, and - The fourth patent (U.S. 6,766,363 B1) covers techniques for providing information to end users based on objects, goods or other items depicted in external media, such as video, audio, film or printed matter. 'BUILDING AND PROTECTING GLOBAL PATENT POSITION' "Along with patents issued in the U.S. and Mexico earlier this year, NeoMedia now has 17 issued patents and many more pending," Mr. Fritz said. "Acquisition of these intellectual properties from LoyaltyPoint continues to strengthen NeoMedia's foothold in the mobile marketing industry, building and protecting our global patent position and putting us into the search tool market. As the mobile marketing concept and industry grows, we believe the need for and use of NeoMedia's patented PaperClick(R) technology platform is a desired and required component," he said. "Gaining the recognition and protection of patent offices worldwide is very important for the welfare of our company and its shareholders." At present, NeoMedia has patent infringement law suits (covering previous company patents) pending against AirClic Inc., Scanbuy(TM) Inc., and Virgin(R) Entertainment Group, Inc., Virgin Megastore Online and Virgin Megastore, and has won a default judgement in its suit against LScan Technologies Inc. PAPERCLICK WIRELESS TECHNOLOGY The patented PaperClick mobile marketing applications provide one-click links from popular mobile/cell phones to mobile Internet content: - PaperClick Mobile Go-Window, which links consumers to the mobile web via brand names and tag lines (registered in the PaperClick WordRegistry(TM) entered in a horizontal text-entry bar on the screen of a wireless device, and - PaperClick for Camera Phones(TM) which provides mobile Internet connection by the handset camera clicking on a barcode - either already-in-the-market one-dimensional UPC, EAN, JAN and ISBN codes, or two-dimensional codes created and placed on packaging, literature, ads, posters, etc. ABOUT NEOMEDIA TECHNOLOGIES, INC. NeoMedia Technologies, Inc. (www.neom.com) is a developer and international marketer of software and patented technologies, including PaperClick (www.PaperClick.com) for Camera Phones and the PaperClick Mobile Go-Window, which link products, print and physical objects directly to targeted online data. NeoMedia also offers expertise in homeland security and e-authentication applications, and its Systems Integration Group specializes in providing expert-based IT consulting, hardware, and software solutions. ABOUT LOYALTYPOINT INC. LoyaltyPoint, Inc., is a loyalty marketing company for merchants, generating millions of dollars in contributions to schools and nonprofits. Supporters purchase "everyday shopping" items in stores, catalogs, and online, with a percentage of each purchase contributed back to the designated school or nonprofit at no additional cost to the supporter. Over 300 merchants participate in LoyaltyPoint's programs, which has resulted in more than $200 million of contributions to schools and nonprofits nationwide. This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. PaperClick is a registered trademark, and PaperClick For Camera Phones, PaperClick Mobile Go-Window and PaperClick WordRegistry are trademarks of NeoMedia Technologies, Inc. Other trademarks are properties of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----