8-K

UNITED STATES

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): February 11, 2011

ARBINET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-51063	13-3930916
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
460 Herndon Parkway, Suite 150 Herndon, Virginia 20170		20170
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  703-456-4100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

On February 11, 2011, Arbinet Corporation (“Arbinet”) entered into a definitive asset purchase agreement (the “Asset Purchase Agreement”) with AIP Acquisition LLC, a Delaware limited liability company (“Buyer”), pursuant to which Buyer agreed to acquire from Arbinet and certain of its wholly owned subsidiaries, a portfolio of patents and patent applications and the rights arising from such patents and patent applications (the “Patent Portfolio”) for an aggregate cash consideration equal to $4,000,000 and to assume all liabilities associated with the Patent Portfolio.  Pursuant to the terms of the Asset Purchase Agreement, the Patent Portfolio is being sold on an “as is,” “where is” basis.  The closing of the sale of the Patent Portfolio pursuant to the Asset Purchase Agreement occurred on February 16, 2011.  In connection with the signing of the Asset Purchase Agreement, Arbinet and Buyer also entered into a license agreement (the “License Agreement”) that became effective on February 16, 2011, pursuant to which Buyer granted-back to Arbinet a royalty-free, worldwide, assignable (on a non-exclusive basis) and perpetual license and right to use the Patent Portfolio.  The foregoing descriptions of the Asset Purchase Agreement and the License Agreement are qualified in their entirety by reference to the full text of the Asset Purchase Agreement and the License Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.

The Singer Children’s Management Trust (the “Trust”), which owned approximately 23.1% of Arbinet’s outstanding common stock and approximately 9.5% of the outstanding common stock of Primus Telecommunications Group, Incorporated (“Primus”), as of January 7, 2011, is the sole member of the Buyer.  In connection with Arbinet’s proposed merger with Primus, for which a definitive merger agreement was entered into on November 10, 2010, the Trust entered into support and voting agreements with each of Arbinet and Primus, under which the Trust agreed to vote its shares of Primus and Arbinet, respectively, in favor of the transactions contemplated by the merger agreement during each company’s special stockholders’ meetings scheduled for February 25, 2011.  Additional information regarding the proposed merger and the impact of Arbinet’s sale of its Patent Portfolio on the proposed merger is disclosed in Item 8.01 of this Current Report on Form 8-K.

On February 14, 2011, Arbinet issued a press release announcing its entry into the Asset Purchase Agreement and License Agreement.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.01                      Completion of Acquisition or Disposition of Assets.

On February 16, 2011, Arbinet closed the sale of the Patent Portfolio disclosed under Item 1.01 above.  The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 8.01                      Other Events.

Arbinet previously announced on November 11, 2010, and disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2010, that it entered into a definitive merger agreement with Primus Telecommunications Group, Incorporated (“Primus”), pursuant to which Primus is to acquire Arbinet in a stock-for-stock transaction.  In connection with the proposed merger, Arbinet and Primus filed a definitive joint proxy statement/prospectus with the SEC on January 19, 2011.

Under the terms of the merger agreement, Arbinet retained the right, in its sole discretion, among other options, to  sell to a third party for cash certain identified patents and rights arising from such patents, subject to certain limitations, including that all transaction costs, fees and expenses and gross tax liabilities attributable to any such sale would not exceed $350,000 in the aggregate and that Arbinet would first grant Primus a royalty-free, worldwide, assignable and perpetual license and right to use any and all such patents and rights.

On February 11, 2011, in connection with Arbinet entering into the Asset Purchase Agreement and License Agreement with respect to the Patent Portfolio, Arbinet notified Primus of Arbinet’s election to add the net proceeds from the sale of the Patent Portfolio, dollar for dollar, to the aggregate base merger consideration of $28,000,000, which will increase the exchange ratio in the merger to greater benefit Arbinet’s stockholders, as explained below.

After deducting fees and expenses associated with the sale of the Patent Portfolio, Arbinet currently estimates the net proceeds from the sale of the Patent Portfolio would equal $3,650,000 and the aggregate base merger consideration would be increased by such net proceeds from $28,000,000 to $31,650,000.  The actual exchange ratio in the merger cannot be determined until just before closing of the merger because the calculation of such ratio depends on the number of shares of Arbinet common stock issued and outstanding immediately prior to the consummation of the merger and shares that may become issuable as Primus common stock at or after the closing of the merger in connection with Primus’s assumption of Arbinet’s outstanding warrants, options, stock appreciation rights and other equity awards (subject to the exclusion of certain issuable shares that fail to meet certain criteria set forth in the merger agreement).  Therefore, relying on the assumptions set forth in each of the joint proxy statement/prospectus dated and filed on January 19, 2011 with the SEC and delivered to Arbinet’s and Primus’s stockholders of record, and the registration statement, as amended, filed by Primus on January 14, 2011 with the SEC, other than with respect to the assumption regarding aggregate base merger consideration, which has been assumed to be $31,650,000 (instead of $28,000,000, as set forth in the joint proxy statement/prospectus and the registration statement), the exchange ratio, as of January 7, 2011, would be expected to be 0.5794 (instead of 0.5126, as set forth in the joint proxy statement/prospectus and the registration statement) or approximately one share of Primus common stock for 1.73 shares of Arbinet common stock owned (instead of one share of Primus common stock for 2.02 shares of Arbinet common stock owned, as set forth in the joint proxy statement/prospectus and the registration statement).  The actual exchange ratio may vary significantly from the ratio determined above based on the assumptions in the joint proxy statement/prospectus and the registration statement and with respect to the aggregate base merger consideration amount provided above.

It is anticipated that, immediately following completion of the merger, and based on the same assumptions as described in the immediately preceding paragraph, Arbinet stockholders (by virtue of holding Arbinet common stock immediately prior to the effective time of the merger) would own approximately 24.6% of the outstanding shares of Primus common stock (instead of 22% of the outstanding shares of Primus common stock, as set forth in the joint proxy statement/prospectus and the registration statement).

As described in the joint proxy statement/prospectus, the stockholder meetings for both Arbinet and Primus have been set for February 25, 2011.  Assuming all conditions precedent have been satisfied, the merger is expected to close on February 28, 2011.  Under the terms of the License Agreement signed by Arbinet on February 11, 2011 simultaneous with the sale of the Patent Portfolio, upon the consummation of the merger between Arbinet and Primus, Primus and each of its affiliates will automatically be entitled to the same rights and benefits as Arbinet under the License Agreement without any further action by Arbinet, Primus, Buyer or any of their respective affiliates.

On February 14, 2011, Arbinet issued a press release announcing its entry into the Asset Purchase Agreement and License Agreement.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.

Important Information and Where to Find It

In connection with the proposed merger, Arbinet and Primus filed a definitive joint proxy statement/prospectus with the SEC on January 19, 2011.  Copies of the definitive joint proxy statement/prospectus were sent to stockholders of record of both Arbinet and Primus seeking their approval of certain matters incident to the proposed merger.  Arbinet and Primus also plan to file other documents with the SEC regarding the proposed transaction.  INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and stockholders may obtain a free copy of the definitive joint proxy statement/prospectus and other documents filed by Arbinet and Primus with the SEC, without charge, at the SEC’s web site at www.sec.gov.  Copies of the definitive joint proxy statement/prospectus and Primus’s SEC filings that were incorporated by reference in the definitive joint proxy statement/prospectus may also be obtained for free by directing a request to: (i) Primus (703) 748-8050, or (ii) Arbinet (703) 456-4100.

Participants in the Solicitation

Arbinet, Primus, and their respective directors, executive officers and other members of their management and employees may be deemed to be “participants” in the solicitation of proxies from their respective stockholders in connection with the proposed merger.  Investors and stockholders may obtain information regarding the names, affiliations and interests of Primus’s directors, executive officers and other members of its management and employees in Primus’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on April 5, 2010, and amended in a Form 10-K/A filed with the SEC on April 28, 2010, Primus’s proxy statement for its 2010 annual meeting, which was filed with the SEC on June 14, 2010, and any subsequent statements of changes in beneficial ownership on file with the SEC.  Investors and stockholders may obtain information regarding the names, affiliations and interests of Arbinet’s directors, executive officers and other members of their management and employees in Arbinet’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 17, 2010, Arbinet’s proxy statement for its 2010 annual meeting, which was filed with the SEC on April 30, 2010, and any subsequent statements of changes in beneficial ownership on file with the SEC.  These documents can be obtained free of charge from the sources listed above.  Additional information regarding the interests of these individuals is also included in the definitive joint proxy statement/prospectus regarding the proposed transaction.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” as defined by the SEC.  All statements, other than statements of historical fact, included herein that address activities, events or developments that Arbinet or Primus expects, believes or anticipates will or may occur in the future, including anticipated benefits and other aspects of the proposed merger, are forward-looking statements.  These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.  Risks and uncertainties that could affect forward-looking statements include, but are not limited to, the following: the risk that the merger may not be consummated for reasons including that the conditions precedent to the completion of merger may not be satisfied; the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that Primus’s and Arbinet’s businesses will not be integrated successfully; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships; any actions taken by either of the companies, including, but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions); the ability to service substantial indebtedness; the risk factors or uncertainties described from time to time in Arbinet’s filings with the SEC; and the risk factors or uncertainties described from time to time in Primus’s filings with the SEC.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates.  Except as required by law, neither Arbinet nor Primus intends to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01                      Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
10.1	Asset Purchase Agreement, dated as of February 11, 2011, by and between Arbinet Corporation and AIP Acquisition LLC.
10.2	License Agreement, effective as of February 16, 2011, by and between Arbinet Corporation and AIP Acquisition LLC.
99.1	Press release, dated February 14, 2011, announcing the sale of the patent portfolio.

SIGNATURE

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.

Arbinet Corporation
By:	/s/ Christie A. Hill
Name:	Christie A. Hill
Title:	General Counsel, Secretary and Chief Human Resources Officer

Date:  February 17, 2011

EX-10.1

Exhibit 10.1

ASSET PURCHASE AGREEMENT

 This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of February 11, 2011 by and between Arbinet Corporation, a Delaware corporation ("Seller"), and AIP Acquisition LLC, a limited liability company organized under the laws of Delaware ("Buyer").  Seller and Buyer are at times collectively referred to herein as “Parties” and individually as a “Party.”

WITNESSETH:

 WHEREAS, Seller entered into that certain Agreement and Plan of Merger by and among Seller, Primus Telecommunications Group, Incorporated (“Primus”), and PTG Investments, Inc. dated November 10, 2010, as amended by Amendment No. 1 thereto dated December 14, 2010 (the “Merger Agreement”); and

 WHEREAS, pursuant to the terms of the Merger Agreement, PTG Investments, Inc. will merge with and into Seller, with Seller continuing as the surviving corporation and a wholly-owned subsidiary of Primus (the “Merger”); and

 WHEREAS, Seller, together with certain of its wholly owned subsidiaries, are the owners of the portfolio of patents and patent applications set forth in Schedule A (the “Patent Portfolio”); and

 WHEREAS, pursuant to the terms of the Merger Agreement, Seller has the right, prior to the closing of the Merger, to, among other things, sell the Patent Portfolio to a third party for cash; and

 WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Patent Portfolio on an “as is” and “where is” basis, subject only to the limited representations and warranties specifically set forth herein.

 NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

I.  DEFINITIONS

1.1.           Defined Terms.  As used herein, the terms below shall have the following respective meanings:

 "Affiliate" means, with respect to a Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person; but only for so long as such relationship exists.  For purposes of this definition, "control" shall mean beneficial ownership of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).

 "Agreement" shall mean this Asset Purchase Agreement (together with all attachments, schedules and exhibits referenced herein).

 "Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which banking institutions in the State of New York are not required to open.

 "Governmental Entity" shall mean any (i) federal, state, local, municipal, foreign or other government; (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.

 "Law" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, principle of common law, and judgment enacted, promulgated, issued, enforced or entered by any Governmental Entity, or other requirement or rule of law.

 "Liabilities" shall mean, as to any Person, all debts, adverse claims, liabilities, commitments, responsibilities, and obligations of any kind or nature whatsoever, direct, indirect, absolute or contingent, of such Person, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Person's balance sheets or other books and records.

 "Order" shall mean any judgment, order, injunction, writ, ruling, decree, stipulation or award of any Governmental Entity or private arbitration tribunal.

 "Person" shall mean an individual, a partnership, a joint venture, a corporation, a business trust, a limited liability company, a trust, an unincorporated organization, a joint stock company, a labor union, an estate, a Governmental Entity or any other entity.

 "Proceeding" shall mean any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal), but excluding patent prosecution matters, commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Entity or arbitrator.

 "Transfer Tax" shall mean any federal, state, county, local, foreign and other sales, use, transfer, conveyance, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

1.2.           Other Definitional Provisions.

(a)            The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

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(b)            The meanings given to terms defined herein shall be equally applicable to both singular and plural forms of such terms.

II.  PURCHASE AND SALE

2.1.           Assets to be Sold.  At Closing (as defined in Section 3.1(a)), Seller shall, and Seller shall cause its wholly owned subsidiaries identified on Schedule B (the “Selling Subsidiaries”) to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire, and accept all of Seller’s and the Selling Subsidiaries’ right, title and interest in the Patent Portfolio and any rights arising therefrom (the "Purchased Assets").

(a)            The Purchased Assets shall include, but not be limited to,

(i)           the Seller’s and the Selling Subsidiaries’ entire right, title and interest in, to and under the Patent Portfolio, and any and all substitutions, continuations, divisionals, continuations-in-parts, supplementary protection certificates, renewals, all letters patent granted thereon, and all revivals, reissues, reexaminations, confirmations, revalidations, registrations, patents of addition and extensions thereof in the United States or in any country, including the right to sue for and collect damages and other recoveries for past, present and future infringement thereof; and the entire right, title and interest in all Convention and Treaty Rights of all kinds thereon, including without limitation all rights of priority in any country of the world, in and to the inventions, discoveries and applications covered by the Patent Portfolio; the same to be held and enjoyed by the Buyer, its successors and assigns, as fully as the same would have been held and enjoyed by the Seller and the Selling Subsidiaries, respectively, had this Agreement not been entered into; and

(ii)           copies of all of Seller’s and the Selling Subsidiaries’ notebooks and other primary data, research results, records and documentation, plans, standard operating procedures, conclusions, specifications, information, technical data, correspondence, and any other technical or descriptive materials, in each case, as of the Closing Date, and relating to the design, development, prosecution, maintenance, or enforcement of the Patent Portfolio or the subject matter thereof, including, but not limited to, internal files, correspondence with attorneys or agents, invention disclosures, infringement investigations and reports, publications, analytical methods, analytical testing, developmental reports, research in progress, feature specifications, functional overviews, algorithms, data, formulae, flow charts, models, prototypes, processes, and beta testing procedures and beta testing results relating to the Patent Portfolio, to the extent any of the foregoing are recorded in any tangible form, whether in paper, electronic or other format,  and to the extent held by and reasonably accessible to Seller or the Selling Subsidiaries. Seller and Selling Subsidiaries shall deliver any of the foregoing to Buyer upon Buyer’s request; provided, however, that Buyer shall be responsible for any out-of-pocket expenses incurred by Seller or Selling Subsidiaries in connection therewith.  Seller and Selling Subsidiaries reserve the right to redact confidential or privileged information contained in any of the foregoing that does not relate to the Patent Portfolio.

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(b)            The Patent Portfolio shall be transferred to the Buyer pursuant to an “Assignment of Patents and Patent Applications” substantially in the form of Schedule C; and as subsequently requested by Buyer in order to effectuate or record the transfer of rights in the Patent Portfolio worldwide.

2.2.           Excluded Assets.  The Purchased Assets shall not include any of Seller's or the Selling Subsidiaries’ right, title or interest in or to any other assets, property, or rights of Seller or the Selling Subsidiaries, other than those expressly set forth in Section 2.1 above (collectively, the “Excluded Assets”).

2.3.           Liabilities to be Assumed by Buyer.  To the extent allegations are raised or determinations are made with respect to any Liability associated with the Purchased Assets, including allegations or determinations of Liability arising out of the procurement process or enforcement of any of the Purchased Assets, Buyer shall assume on the Closing Date (as defined in Section 3.1(a)), by execution of the Assignment of Patents and Patent Applications documents, any and all such Liabilities associated with, arising out of, or relating to, the Purchased Assets(collectively, the “Assumed Liabilities”).

2.4.           Excluded Liabilities.  Except as otherwise set forth in this Agreement, Buyer shall not assume, and shall be deemed not to have assumed, any Liabilities except for the Assumed Liabilities, and Seller and the Selling Subsidiaries shall be solely and exclusively liable with respect to all Liabilities of Seller and the Selling Subsidiaries other than the Assumed Liabilities (collectively, the “Excluded Liabilities”).

2.5.           RESERVED

2.6.           Consideration.  In consideration for the Purchased Assets, and subject to the terms and conditions of this Agreement, at Closing Buyer shall assume the Assumed Liabilities and pay to Seller in immediately available funds, by wire transfer to an account or accounts designated by Seller, an amount in cash equal to $4,000,000.00 (the “Purchase Price”).

2.7.           License Agreement.  Buyer acknowledges and agrees that, at the Closing, Buyer and Seller shall enter into a license agreement, substantially in the form of Schedule D (the “License Agreement”), pursuant to which Buyer will grant-back to Seller, for its benefit, and the benefit of its affiliated corporate entities, successors and assignees by operation of law or otherwise, including to PTG Investments, Inc. and its affiliates and assignees, a royalty-free, worldwide, assignable (on a non-exclusive basis) and perpetual license and right to use the Patent Portfolio and all associated rights only upon the terms set forth in the License Agreement.

2.8.           Payment of Transfer Taxes.  All Transfer Taxes arising out of the transfer of the Purchased Assets and any Transfer Taxes required to effect any recording or filing with respect thereto shall be borne by Buyer.

2.9.           Bulk Sales.  Each of the Parties waives compliance with any applicable provisions of the Uniform Commercial Code Article 6 (Bulk Sales or Bulk Transfers) or analogous provisions of law, as adopted in the states in which its business is conducted, as such provisions may apply to the transactions contemplated by this Agreement.

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III.  CLOSING

3.1.           Closing; Transfer of Possession: Certain Deliveries.

(a)           The closing of the transactions contemplated herein (the “Closing”) shall be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 701 Pennsylvania Ave., NW, Suite 900 Washington, DC 20004, at 10:00 a.m., local time, on Friday, February 11, 2011 unless the Parties hereto otherwise agree.  The actual time and date of the Closing are referred to herein as the “Closing Date.”

(b)            At the Closing, Seller shall deliver to Buyer:

(i)          Duly executed copies of the Assignment of Patents and Patent Applications documents and all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Buyer; and

(ii)         Duly executed copies of the License Agreement.

(c)            At the Closing, Buyer shall deliver to Seller:

(i)          The Purchase Price;

(ii)         Duly executed copies of the Assignment of Patents and Patent Applications documents and all other instruments of transfer, in form and substance reasonably acceptable to Seller; and

(iii)        Duly executed copies of the License Agreement.

IV.  REPRESENTATIONS AND WARRANTIES OF SELLER

 Seller hereby represents and warrants to Buyer as follows:

4.1.           Existence, Good Standing and Power.  Seller is a corporation validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own and operate the Purchased Assets to be sold hereunder.  Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by such Seller and to perform its obligations hereunder and thereunder.

4.2.           Authority.  The execution, delivery and performance of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller and the Selling Subsidiaries.

4.3.           Execution and Binding Effect.  This Agreement has been duly and validly executed and delivered by Seller and the documents executed by the Selling Subsidiaries have been duly and validly executed and delivered by the applicable Selling Subsidiaries, and each constitutes a valid and legally binding obligation of Seller or the applicable Selling Subsidiaries, as applicable, enforceable against each of them in accordance with its respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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4.4.           Third Party Approvals.  The execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any third Persons which have not been obtained by Seller.

4.5.           Brokers and Finders.  Seller has engaged the firm of The Bank Street Group LLC to assist in connection with the matters contemplated by this Agreement and will be responsible for the fees and expenses of such firm.

4.6.           Good Title.  Except as set forth in Schedule E attached hereto, to Seller’s knowledge 1) Seller and Selling Subsidiaries have good title to and own all right, title and interest in the Purchased Assets; 2) Seller and Selling Subsidiaries have power and authority to sell the Purchased Assets; 3) the Purchased Assets are free of any liens or other restrictions on title; 4) as of the Closing Date, all actions, maintenance fees, annuities and other payments currently outstanding, due or necessary to avoid the expiration or abandonment of the Purchased Assets have been taken or paid, including without limitation the filing of responses to Patent and Trademark Office or other patent office actions; 5) no assignment, sale, agreement or encumbrance has been made or entered into which would conflict with the transfer of ownership of the Purchased Assets contemplated herein; 6) other than with respect to the Patent and Trademark Office or other patent offices, no adverse finding of invalidity, non-infringement or unenforceability has been made against any of the Purchased Assets.  Other than with respect to actions of the Patent and Trademark Office or other patent offices, or facts pertaining to filings or submissions therewith, Seller and Selling Subsidiaries have no knowledge of any fact that would render the Purchased Assets invalid or unenforceable.

V.  REPRESENTATIONS AND WARRANTIES OF BUYER

 Buyer hereby represents and warrants to Seller as follows:

5.1.           Existence, Good Standing and Power.  Buyer is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate the property it now owns, leases and operates.  Buyer has all requisite power and authority to conduct its business as presently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and to perform its obligations hereunder and thereunder.

5.2.           Authority.  The execution, delivery and performance of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate or company action on the part of Buyer.

5.3.           Execution and Binding Effect.  This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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5.4.           Third Party Approvals.  The execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any third Persons which have not been obtained by the Buyer.

5.5.           Brokers and Finders.  Buyer has not employed any broker or finder or incurred any liability for any brokerage fees, commissions, finders, or similar fees in connection with the transactions contemplated by this Agreement.

5.6.           Financing.  Buyer has sufficient unrestricted funds on hand or committed lines of credit to consummate the transactions contemplated by this Agreement, including the remittance of the Purchase Price on the Closing Date.

5.7.           Disclosure of Information.  Buyer has had an opportunity to conduct reasonable due diligence, and to ask questions and receive answers from Seller regarding the Purchased Assets, and to obtain additional information (to the extent Seller possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Buyer or to which Buyer had access. 

5.8.           Risk of Loss of Investment.  Buyer understands that there is a limited financial and operating history associated with the Patent Portfolio, and that a purchase of the Patent Portfolio involves substantial risks and is speculative in nature.  Buyer is experienced in evaluating, investing in, and acquiring companies and assets, including those assets at a similar stage of development and involving similar risk as that of the Patent Portfolio.  Buyer acknowledges that Buyer is able to fend for itself.  Buyer has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of the acquisition of the Purchased Assets.  Buyer can bear the economic risk of such acquisition and is able, without impairing Buyer’s financial condition, to consummate the transactions contemplated by this Agreement, and to suffer a complete loss of the Purchase Price. 

VI.  CONDITIONS TO OBLIGATIONS OF THE PARTIES

6.1.           Conditions Precedent to Obligations of Buyer and Seller to Close.  The respective obligations of Buyer, on the one hand, and Seller, on the other hand, to close under this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a)            No Injunction.  No preliminary or permanent injunction or other order issued by, and no Proceeding or Order by or before any Governmental Entity in the United States or by any United States Governmental Entity nor any Law or Order promulgated or enacted by any United States Governmental Entity shall be in effect or pending which materially delays, restrains, enjoins or otherwise prohibits or seeks to restrain, enjoin or otherwise prohibit the transactions contemplated hereby.

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(b)            Consents and Approvals.  All consents, waivers, authorizations and approvals of third Persons as are necessary in connection with the transactions contemplated by this Agreement shall have been obtained, except for such consents, waivers, authorizations and approvals the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Parties to consummate the transactions contemplated hereunder.

(c)            Performance of Agreements.  Each Party shall have performed in all material respects all obligations and agreements contained in this Agreement required to be performed by them prior to or at the Closing Date.

VII.  SURVIVAL

7.1.           Survival.  All representations and warranties of Buyer and Seller contained in this Agreement shall survive up to the Closing and shall terminate at and upon the Closing, after which no claims based on any alleged breach thereof may be asserted.

VIII.  MISCELLANEOUS

8.1.           AS-IS; WHERE-IS; WITH ALL FAULTS; NO WARRANTY.

(a)            EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 4.1-4.6OF THIS AGREEMENT, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE CONDITION OF THE PURCHASED ASSETS, THEIR CONTENTS, THE INCOME DERIVED OR POTENTIALLY TO BE DERIVED FROM THE PURCHASED ASSETS, OR THE EXPENSES INCURRED OR POTENTIALLY TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS.

(b)            BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL PURCHASE AND ACCEPT FROM SELLER THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS.”  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 4.1-4.6, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ITS REPRESENTATIVES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY STATED HEREIN.  BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PURCHASED ASSETS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS.”

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(c)            Buyer acknowledges to Seller that it had the opportunity to conduct prior to Closing such inspections and investigations of the Purchased Assets as Buyer deemed necessary or desirable to satisfy itself as to the Purchased Assets and its acquisition thereof.  Buyer hereby assumes the risk that adverse matters, subject to the Representations and Warranties contained in sections 4.1-4.6 and other than adverse matters of which Seller or the Selling Subsidiaries were aware, may not have been revealed by Buyer’s review and inspections and investigations.

(d)            Buyer acknowledges that some Purchased Assets may contain third-party intellectual property that may have been licensed to Seller or otherwise acquired by Seller.  Buyer understands that Seller is unable to transfer intellectual property belonging to a third party without the express written consent of that party, which will not be obtained or sought by Seller as a part of this Agreement.  Buyer shall accept full responsibility for communicating with third parties whose intellectual property may be included in the Purchased Assets transferred hereby and shall pay any and all licensing or other fees, costs, expenses or charges that may be associated with using said assets.

8.2.           Recitals.  The recitals set forth in this Agreement are an integral part of this Agreement, and are incorporated herein by reference as a substantive portion of this Agreement.

8.3.           Expenses.  Except as set forth in this Agreement and whether or not the transactions contemplated hereby are consummated, each Party shall bear all costs and expenses incurred or to be incurred by such Party in connection with this Agreement and the consummation of the transactions contemplated hereby.

8.4.           Assignment.  Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Buyer without the prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, and except as otherwise expressly provided herein, no other Person shall have any right, benefit or obligation hereunder.

8.5.           Parties in Interest.  Without limiting the foregoing, no direct or indirect holder of any equity interests or securities of either Seller or Buyer (whether such holder is a limited or general partner, member, stockholder or otherwise), nor any Affiliate of either Seller or Buyer, nor any director, officer, employee, representative, agent or other controlling person of each of the Parties hereto and their respective Affiliates shall have any liability or obligation arising under this Agreement or the transactions contemplated thereby.

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8.6.           Notices.  Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any Party to any other Party shall be in writing and shall be delivered in person or by scanned documents sent by confirmed e-mail or by courier or facsimile transmission (with such facsimile transmission confirmed by sending a copy of such notice, request, instruction or other document by certified mail, return receipt requested) or mailed by certified mail, postage prepaid, return receipt requested (such mailed notice to be effective on the date such receipt is acknowledged), as follows:

If to Seller:

Arbinet Corporation

460 Herndon Parkway, Suite 150

Herndon, Virginia20170

Attention: General Counsel

Telephone:  (703) 650-4240

Fax: (703) 650-4295

E-mail: chill@arbinet.com

with a copy, which shall not constitute notice, to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

701 Pennsylvania Ave., NW, Suite 900

Washington, DC20004

Attention: Kemal Hawa

Telephone: (202) 434-7363

Fax: (202) 434-7400

E-mail: KHawa@mintz.com

If to Buyer:

AIP Acquisition LLC

c/o Remus Holdings, LLC

2200 Fletcher Avenue

5th Floor

Fort Lee, NJ07024

Telephone:  (201) 592-0742

e-mail:  philm@pure1.com

with a copy, which shall not constitute notice, to:

Pearl Cohen Zedek Latzer LLP

1500 Broadway, 12th Floor

New York, NY10016

Attention: Guy Yonay

Telephone: (646) 878-0808

Email: GuyY@pczlaw.com

or to such other place and with such other copies as either Party may designate as to itself by written notice to the other Party.  Any rejection, refusal to accept, or inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

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8.7.          Governing Law; Jurisdiction and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that state. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined by the Delaware Court of Chancery or a federal district court located in Delaware. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Delaware Court of Chancery or a federal district court located in Delaware for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such court), waives any objection to the laying of venue of any such litigation in the Delaware Court of Chancery or a federal district court located in Delaware, agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum and consents to service of process in such action being given in accordance with the notice provisions hereof.

8.8.           Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.

8.9.           Entire Agreement:  Amendments and Waivers.  This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.  Except as set forth herein or in any certificate delivered pursuant hereto, no Party (or any employee or agent thereof) makes any representation or warranty, express or implied, to any other Party with respect to this Agreement or the transactions contemplated hereby.  No supplement, modification or waiver of this Agreement (including, without limitation, any schedule hereto) shall be binding unless the same is executed in writing by all Parties.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

8.10.         Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement.  In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought.

8.11.         Invalidity.  If any one or more of the provisions contained in this Agreement, or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, the Parties shall use their reasonable efforts, including, but not limited to, the amendment of this Agreement, to ensure that this Agreement shall reflect as closely as practicable the intent of the Parties hereto on the date hereof.

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8.12.         Headings.  The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

8.13.         Specific Performance.  Each of the Parties acknowledges that the other Party hereto would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached.  Accordingly, each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions thereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction, in addition to any other remedy to which the Parties may be entitled, at law, in equity or pursuant to this Agreement.

8.14.         Counting.  If the due date for any action to be taken under this Agreement (including, without limitation, the delivery of notices) is not a Business Day, then such action shall be considered timely taken if performed on or prior to the next Business Day following such due date.

8.15.         Schedules.  The Schedules attached to, delivered with and identified to this Agreement are a part of this Agreement the same as if fully set forth herein and all references herein to any Section of this Agreement shall be deemed to include a reference to any Schedule named therein.

8.16.         Preparation of this Agreement.  Buyer and Seller hereby acknowledge that  (a) Buyer and Seller jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (b) both Buyer and Seller have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (c) no presumption shall be made that any provision of this Agreement shall be construed against either Party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written.

ARBINET CORPORATION
By:	/s/ Shawn F. O’Donnell
	Name:	Shawn F. O’Donnell
	Title:	Chief Executive Officer and President
AIP ACQUISITION LLC
By:	/s/ Karen Singer
	Name:	Karen Singer
	Title:	Manager

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EX-10.2

Exhibit 10.2

LICENSE AGREEMENT

This License Agreement (this “Agreement”), effective as of the Closing Date, is made and entered into by and between AIP Acquisition LLC, a limited liability company organized under the laws of Delaware (“Licensor”), and Arbinet Corporation, a Delaware corporation (“Licensee”).  Licensor and Licensee are at times collectively referred to herein as “Parties” and individually as a “Party.”

RECITALS

A.           The Parties entered into an Asset Purchase Agreement dated as of February 11, 2011 (the “Asset Purchase Agreement”) by which Licensor purchased from Licensee, among other things, a portfolio of patents and patent applications set forth in Schedule A (the “Patent Portfolio”).

B.            The Parties are entering into this Agreement to set forth the terms and conditions pursuant to which Licensor will license to Licensee certain non-exclusive rights to the Licensed Patent Rights (defined below).

C.            Capitalized terms not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the Parties, intending to be legally bound, hereby agree as follows:

1.            DEFINITIONS

1.1           “Licensed Field of Use” means all uses anywhere in the world in connection with products and services provided by Licensee and its Affiliates, whether directly or through distributors.

1.2           “Licensed Patent Rights” means (i) the patents and patent applications within the Patent Portfolio, (ii) all substitutions, continuations, continuations-in-part, divisionals, supplementary protection certificates, renewals, all letters patent granted thereon, and all reissues, reexaminations, extensions, confirmations, revalidations, registrations, and patents of addition thereof, (iii) all foreign equivalents to any of the foregoing, and (iv) the associated rights to use any of the foregoing since the creation thereof.

1.3           “Licensed Product” means any product (or part thereof) or service provided by Licensee and its Affiliates, whether directly or through distributors, for which the making, using, practicing, selling, or performing would, absent the license granted hereunder, infringe one or more claims of patents of the Licensed Patent Rights.

2.            LICENSE GRANT

2.1           License to the Licensed Patent Rights.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and to Licensee’s Affiliates a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, non-transferable (except in accordance with Section 8.5 hereof), non-sub-licensable right and license, to the Licensed Patent Rights, to make, have made, use, sell, offer to sell, lease, import, export, and market Licensed Products in the Licensed Field of Use.

2.2           Exhaustion of Rights.  Licensee and its Affiliates may not grant sub-licenses under the license granted above to any third party in connection with the Licensed Field of Use.  Notwithstanding the above, for the avoidance of doubt, third parties who purchase a Licensed Product from Licensee, its Affiliates, or their distributors, shall automatically retain a non-exclusive license to use the Licensed Product to the same extent as the Licensee, Affiliate, or distributor from which it purchased the Licensed Product.

2.3           Release. Licensor and its Affiliates hereby release and forever discharge Licensee, its Affiliates, and its respective directors, officers, employees, predecessors, successors, assigns and other transferees and any suppliers, and customers from any known or unknown claim based on any prior acts of patent infringement and/or alleged patent infringement relating to the Licensee or its Affiliates’ products and services arising under the Licensed Patent Rights, whether such claims are now in existence or arise hereafter.

2.4           Covenant Not to Assert.  Licensor, and its Affiliates, successors or assigns, directly or indirectly hereby covenant not to sue Licensee, its Affiliates, or its respective directors, officers, employees, predecessors, successors, assigns and other transferees for any claims under the Licensed Patent Rights resulting from making, having made, using, practicing, offering to sell, selling, leasing, importing, exporting, or marketing Licensee’s or its Affiliates’ Licensed Products.

2.5           License Extended to Primus.  Licensor and Licensee acknowledge and agree that, immediately upon the consummation of the Merger, Primus and each of its Affiliates shall automatically be entitled to the same rights and benefits as Licensee under this Agreement without any further action by Licensor, Licensee or Primus or any of their respective Affiliates.  In furtherance of the foregoing, and without limiting the foregoing, between the date of this Agreement and the earlier of (a) consummation of the Merger and (b) termination of the Merger Agreement, Licensor agrees that the provisions of Section 2.4 shall apply with respect to Primus and its Affiliates as though they were Licensee and its Affiliates, respectively. For purposes of clarity, following consummation of the Merger, if Licensee is no longer an Affiliate of Primus, Primus and its Affiliates shall nevertheless have and retain the same rights and benefits of Licensee under this Agreement as in effect on the date of this Agreement.

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2.6           Covenant not to Challenge.  Licensee and its Affiliates hereby covenant not to challenge the validity of any claim in the Patent Portfolio before any Governmental Entity, nor participate in any proceeding or otherwise cooperate with any Person in attempting to do so.  In the event that Licensee, one of its Affiliates, or any assignee of Licensee (as set forth in Section 8.5),  breach this Section 2.6, Licensee, such Affiliate, or such assignee, as the case may be, shall be liable to Licensor for actual damages plus reasonable attorneys’ fees.

2.7           Marking.  Licensee shall use commercially reasonable efforts to affix and cause its Affiliates to affix on the Licensed Products (to the extent reasonably possible), and the Licensed Products’ user-accessible and viewable software, a label or statement indicating that the Licensed Products are manufactured, sold, or provided under license from Licensor and any of the Licensed Patents that may be designated from time to time by Licensor, or any other reasonable marking requirements consistent with the then-current law on patent marking.

3.            PATENT PROSECUTION AND RIGHTS

3.1           Patent Prosecution and Rights.  Licensor shall have the right to control the prosecution and maintenance of the Patent Portfolio in its sole discretion and at its cost.

4.            CONFIDENTIALITY

4.1           Confidential Information.  All information relating to this Agreement or the Asset Purchase Agreement, that is disclosed by one Party to the other Party during the term of this Agreement (excluding the copies provided under Section 2.1(a)(ii) of the Asset Purchase Agreement), is confidential information except to the extent that such information:

(a)           was known or used by the receiving Party prior to its date of disclosure by the disclosing Party to the receiving Party;

(b)           either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in possession of such information;

(c)           either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault or omission on the part of the receiving Party; or

(d)           is required to be disclosed by the receiving Party to comply with applicable laws or regulations, to defend or prosecute litigation or to comply with legal process, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party with reasonably sufficient time to enable the disclosing Party to take action to prevent such disclosure; and only discloses such information of the other Party to the extent necessary for such legal compliance or litigation purpose.

Confidential information shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement, shall be kept secret and maintained in the strictest confidence by the receiving Party, and shall not, except with the express prior written consent of the disclosing Party, or as otherwise permitted herein, directly or indirectly disclose, communicate or divulge to any other person, firm, or agency, governmental or private, or use for the benefit of any third party, or use for the benefit of itself otherwise than in connection with the activities contemplated hereunder.  Each Party shall be entitled to share confidential information with its Affiliates, and the Party’s and its Affiliates’ respective assigns.  Each Party shall remain responsible for any failure by its and its Affiliates’ and assigns’ respective employees, consultants and advisors to treat confidential information as required herein.

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5.            REPRESENTATIONS AND WARRANTIES OF LICENSEE

Licensee hereby represents and warrants to Licensor as follows:

5.1           Existence, Good Standing and Power.  Licensee is a corporation validly existing and in good standing under the laws of the State of Delaware.  Licensee has all requisite power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by such Licensee and to perform its obligations hereunder and thereunder.

5.2           Authority.  The execution, delivery and performance of this Agreement and the consummation by Licensee of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Licensee.

5.3           Execution and Binding Effect.  This Agreement has been duly and validly executed and delivered by Licensee, and constitutes a valid and legally binding obligation of Licensee and enforceable against it in accordance with its respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.4           Third Party Approvals.  The execution, delivery and performance by Licensee of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any third person or party, which have not been obtained by Licensee.

6.            REPRESENTATION AND WARRANTIES OF LICENSOR

Licensor hereby represents and warrants to Licensee as follows:

6.1           Existence, Good Standing and Power.  Licensor is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to conduct its business as presently conducted, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Licensor pursuant hereto and to perform its obligations hereunder and thereunder.

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6.2           Authority.  The execution, delivery and performance of this Agreement and the consummation by Licensor of the transactions contemplated hereby have been duly authorized by all necessary corporate or company action on the part of Licensor.

6.3           Execution and Binding Effect.  This Agreement has been duly and validly executed and delivered by Licensor and constitutes a valid and legally binding obligation of Licensor, enforceable against Licensor in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

6.4           Third Party Approvals.  The execution, delivery and performance by Licensor of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any third person or party, which have not been obtained by the Licensor.

7.            TERM

7.1           Term. This Agreement shall terminate on, but not before, the last expiration or abandonment of the last claim of any issued patent or patent application within the Licensed Patent Rights.

8.            GENERAL

8.1           Recitals.  The recitals set forth in this Agreement are an integral part of this Agreement, and are incorporated herein by reference as a substantive portion of this Agreement.

8.2           Expenses.  Except as set forth in this Agreement and whether or not the transactions contemplated hereby are consummated, each Party shall bear all costs and expenses incurred or to be incurred by such Party in connection with this Agreement and the consummation of the transactions contemplated hereby.

8.3           Notices.  Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any Party to any other Party shall be in writing and shall be delivered in person or by courier, or by a PDF attachment to an e-mail communication or by a facsimile transmission (with such a PDF attachment or facsimile transmission of a notice confirmed by sending a copy of such notice, request, instruction or other document by certified mail, return receipt requested) or mailed by certified mail, postage prepaid, return receipt requested (such mailed notice to be effective on the date such receipt is acknowledged), as follows:

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If to Licensee:

Arbinet Corporation

460 Herndon Parkway, Suite 150

Herndon, Virginia20170

Attention: General Counsel

Telephone:  (703) 650-4240

Fax: (703) 650-4295

E-mail: chill@arbinet.com

with a copy, which shall not constitute notice, to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

701 Pennsylvania Ave., NW, Suite 900

Washington, DC20004

Attention: Kemal Hawa

Telephone: (202) 434-7363

Fax: (202) 434-7400

E-mail: KHawa@mintz.com

Primus Telecommunications Group, Incorporated

7901 Jones Brach Drive, Suite 900

McLean, Virginia22102

Attention: General Counsel

Telephone:  (703) 650-5421

E-mail: tdhickey@primustel.com

If to Licensor:

AIP Acquisition LLC

c/o Remus Holdings, LLC

2200 Fletcher Avenue

5th Floor

Fort Lee, NJ07024

Telephone:  (201) 592-0742

e-mail:  philm@pure1.com

with a copy, which shall not constitute notice, to:

Pearl Cohen Zedek Latzer LLP

1500 Broadway, 12th Floor

New York, NY10016

Attention: Guy Yonay

Telephone: (646) 878-0808

Email: GuyY@pczlaw.com

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or to such other place and with such other copies as either Party may designate as to itself by written notice to the other Party.  Rejection, any refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

8.4           Choice of Law; Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that state. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined by the Delaware Court of Chancery or a federal district court located in Delaware. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Delaware Court of Chancery or a federal district court located in Delaware for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such court), waives any objection to the laying of venue of any such litigation in the Delaware Court of Chancery or a federal district court located in Delaware, agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum and consents to service of process in such action being given in accordance with the notice provisions hereof.

8.5           Assignment; the Agreement.  

(a)           Licensee may not assign or transfer this Agreement in whole or in part without the express written consent of the Licensor and any such assignment or transfer (or attempt to so assign or transfer) shall be null and void, except as otherwise expressly set forth in Section 8.5(b) below.

(b)           Licensee and Primus (as to Primus, once the Merger has been consummated) may assign and transfer the rights and obligations under Article 2 of this Agreement (other than Section 2.5), to accomplish the following, but only as follows:

(i)           In the event that Primus sells all or substantially all of the stock or assets of its Canadian business operations (“Primus Canada”), whether through merger, consolidation, or otherwise, then such Article 2 rights and obligations shall only with respect to those patents of Licensor issued under the laws of Canada (as identified in Schedule A), 1) continue to apply to the products and services of Primus Canada and such sold assets, both prospectively and retroactively; and 2) apply to the entity that acquires Primus Canada or such assets, and such entity’s Affiliates, both prospectively and retroactively;

(ii)           In the event that Primus sells all or substantially all of the stock or assets of its Australian business operations (“Primus Australia”), whether through merger, consolidation, or otherwise, then such Article 2 rights and obligations shall only with respect to those patents of Licensor issued under the laws of Australia (as identified in Schedule A), 1) continue to apply to the products and services of Primus Australia and such sold assets, both prospectively and retroactively; and 2) apply to the entity that acquires Primus Australia or such assets, and such entity’s Affiliates, both prospectively and retroactively;

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(iii)           In the event of a sale of all or substantially all of the stock or assets of Primus, whether through merger, consolidation, or otherwise, then such Article 2 rights and obligations shall continue to apply to the products and services of Primus and such sold assets, both prospectively and retroactively, but shall not apply to the entity and its Affiliates that acquires Primus; provided, however, that Licensor hereby covenants and agrees that, upon request, Licensor shall enter into good faith negotiations with the acquirer of Primus or such assets to enter into a royalty-bearing license agreement with such acquirer pertaining to such unlicensed products and services;

(iv)           In the event of a sale of all or substantially all of the stock or assets of Arbinet, as a wholly owned subsidiary of Primus subsequent to the consummation of the Merger, whether through merger, consolidation, or otherwise, then such Article 2 rights and obligations shall continue to apply to the products and services of Arbinet and such sold assets, both prospectively and retroactively, but shall not apply to the entity and its Affiliates that acquires Arbinet; provided, however, that Licensor hereby covenants and agrees that, upon request, Licensor shall enter into good faith negotiations with the acquirer of Arbinet or such assets, to enter into a royalty-bearing license agreement with such acquirer pertaining to such unlicensed products and services;

(v)           In the event of a sale of 1) Primus’ wholesale line of business, 2) Primus’ retail line of business, or 3) Primus’ Lingo line of business (each individually referred to herein as a “Substantial Business Line”), then such Article 2 rights and obligations shall continue to apply to the products and services of the applicable Substantial Business Line, but shall not apply to the entity and its Affiliates that acquires the Substantial Business Line; provided, however, that Licensor hereby covenants and agrees that, upon request, Licensor shall enter into good faith negotiations with the acquirer of the Substantial Business Line to enter into a royalty-bearing license agreement with such acquirer pertaining to such unlicensed products and services;

(c)           Notwithstanding any of the foregoing, any acquirer that is an assignee of this Agreement shall not be able, in turn, to further assign this Agreement or any rights hereunder.

(d)           Within 30 days after any assignment is made pursuant to this Section 8.5, Licensee or Primus, as the case may be, shall notify Licensor of such assignment.  Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.

(e)           Licensor acknowledges and agrees that, in the event of a sale of all or substantially all of the stock or assets of Primus Canada, Primus Australia, or Arbinet, or of a Substantial Business Line, the provisions of Article 2 shall continue to apply to the business and operations of Primus and its Affiliates being retained.

(f)           Licensor, in its sole discretion, shall have the right to assign this Agreement as a matter of right; provided, however, that Licensor, prior to any such assignment, shall enter into an agreement with such assignee, pursuant to which such assignee agrees to be bound by the terms of this Agreement, and Licensor shall provide to Licensee and Primus prompt notice of such assignment.

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8.6           Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.

8.7           Entire Agreement:  Amendments and Waivers.  This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.  Except as set forth herein or in any certificate delivered pursuant hereto, no Party (or any employee or agent thereof) makes any representation or warranty, express or implied, to any other Party with respect to this Agreement or the transactions contemplated hereby.  No supplement, modification or waiver of this Agreement (including, without limitation, any schedule hereto) shall be binding unless the same is executed in writing by all Parties.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

8.8           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by telecopy or by an email attachment shall be as effective as delivery of a manually executed counterpart of this Agreement.  In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought.

8.9           Invalidity.  If any one or more of the provisions contained in this Agreement, or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, the Parties shall use their reasonable efforts, including, but not limited to, the amendment of this Agreement, to ensure that this Agreement shall reflect as closely as practicable the intent of the Parties on the date hereof.

8.10           Headings.  The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

8.11           Specific Performance.  Each of the Parties acknowledges that the other Party would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached.  Accordingly, each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions thereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction, in addition to any other remedy to which the Parties may be entitled, at law, in equity or pursuant to this Agreement.

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8.12           Counting.  If the due date for any action to be taken under this Agreement (including, without limitation, the delivery of notices) is not a Business Day, then such action shall be considered timely taken if performed on or prior to the next business day following such due date.

8.13           Schedules.  The Schedules attached to, delivered with and identified in this Agreement are a part of this Agreement the same as if fully set forth herein and all references herein to any Section of this Agreement shall be deemed to include a reference to any Schedule named therein.

8.14           Preparation of this Agreement.  Licensor and Licensee hereby acknowledge that  (a) Licensor and Licensee jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (b) both Licensor and Licensee have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (c) no presumption shall be made that any provision of this Agreement shall be construed against either Party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby.

8.15           Severability.  If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the Parties hereto.  The Parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.16           Express Third-Party Beneficiary.  Licensor and Licensee acknowledge and agree that Primus shall be an express third-party beneficiary of the provisions of Section 2.5 of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed, effective as of the Closing Date, by their duly authorized representatives.

LICENSOR:  AIP ACQUISITION LLC
By:	/s/ Karen Singer
Name:	Karen Singer
Title:	Manager
LICENSEE:  ARBINET CORPORATION
By:	/s/ Shawn F. O’Donnell
Name:	Shawn F. O’Donnell
Title:	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Arbinet Corporation Announces Agreement to Sell Certain Patent Assets for $4 Million

Sale of Patent Assets Expected to Yield Greater Merger Consideration to Arbinet’s Stockholders in Acquisition by Primus

HERNDON, VA – February 14, 2011 – Arbinet Corporation (NASDAQ: ARBX) (“Arbinet”), a leading provider of telecommunications services to fixed and mobile operators, announced that it signed a definitive agreement to sell its portfolio of patents and patent applications for a purchase price of $4,000,000 to AIP Acquisition LLC (“AIP”) on February 11, 2011.  Arbinet’s patent sale to AIP is expected to close this week.  In connection with the sale, Arbinet and AIP entered into a license agreement, which, among other things, will grant to Arbinet and its affiliates a royalty-free, worldwide, assignable and perpetual license to the patents, patent applications and associated rights when the patent sale closes.  Arbinet previously announced on November 11, 2010 that it entered into a definitive merger agreement with Primus Telecommunications Group, Incorporated (“Primus”), pursuant to which Primus is to acquire Arbinet in a stock-for-stock transaction.  Under the terms of the merger agreement, Arbinet retained the right, in its sole discretion, to spin-off to its stockholders or to sell to a third party for cash certain identified patents and rights arising from such patents, subject to certain limitations, including that all transaction costs, fees and expenses and gross tax liabilities attributable to any such spin-off or sale would not exceed $350,000 in the aggregate and that Arbinet would first grant Primus a royalty-free, worldwide, assignable and perpetual license and right to use any and all such patents and rights.

On February 11, 2011, Arbinet notified Primus of Arbinet’s election to add the net proceeds from the sale of its portfolio of patents and patent applications, dollar for dollar, to the aggregate base merger consideration of $28,000,000, which will increase the exchange ratio in the merger to greater benefit Arbinet’s stockholders, as explained below.

In connection with the proposed merger, Arbinet and Primus filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) on January 14, 2011.  As described in the joint proxy statement/prospectus, the stockholder meetings for both Arbinet and Primus have been set for February 25, 2011.  Assuming all conditions precedent have been satisfied, the merger is expected to close on February 28, 2011.  Under the terms of the license agreement signed by Arbinet on February 11, 2011 simultaneously with the entry into the definitive agreement to sell Arbinet’s patent assets, upon the consummation of the merger between Arbinet and Primus, Primus and each of its affiliates will automatically be entitled to the same rights and benefits as Arbinet under the license agreement without any further action by Arbinet, Primus, AIP or any of their respective affiliates.

Effect of Arbinet’s Patent Sale on Exchange Ratio in Acquisition by Primus

Arbinet estimates the net proceeds from the sale of Arbinet’s portfolio of patents and patent applications would equal $3,650,000 and the aggregate base merger consideration would be increased by such net proceeds from $28,000,000 to $31,650,000.  The actual exchange ratio in the merger cannot be determined until just before closing of the merger because the calculation of such ratio depends on the number of shares of Arbinet common stock issued and outstanding immediately prior to the consummation of the merger and shares that may become issuable as Primus common stock at or after the closing of the merger in connection with Primus’s assumption of Arbinet’s outstanding warrants, options, stock appreciation rights and other equity awards (subject to the exclusion of certain issuable shares that fail to meet certain criteria set forth in the merger agreement).  Therefore, relying on the assumptions set forth in each of the joint proxy statement/prospectus dated and filed on January 19, 2011 with the SEC and delivered to Arbinet’s and Primus’s stockholders of record, and the registration statement, as amended, filed by Primus on January 14, 2011 with the SEC, other than with respect to the assumption regarding aggregate base merger consideration, which has been assumed to be $31,650,000 (instead of $28,000,000, as set forth in the joint proxy statement/prospectus and the registration statement), the exchange ratio, as of January 7, 2011, would be expected to be 0.5794 (instead of 0.5126, as set forth in the joint proxy statement/prospectus and the registration statement).  The actual exchange ratio may vary significantly from the ratio determined above based on the assumptions in the joint proxy statement/prospectus and the registration statement and with respect to the aggregate base merger consideration amount provided above.

It is anticipated that, immediately following completion of the merger, and based on the same assumptions as described in the immediately preceding paragraph, Arbinet stockholders (by virtue of holding Arbinet common stock immediately prior to the effective time of the merger) would own approximately 24.6% of the outstanding shares of Primus common stock (instead of 22% of the outstanding shares of Primus common stock, as set forth in the joint proxy statement/prospectus and the registration statement).

About Arbinet

Arbinet is a leading provider of international voice, data and managed communications services for fixed, mobile and wholesale carriers. With more than 1,200 carrier customers across the globe connected to Arbinet’s network, Arbinet combines global scale with sophisticated platform intelligence, call routing and industry leading credit management and settlement capabilities. Arbinet offers these communication services through three primary product offerings including thexchangeSM, Carrier Services and PrivateExchangeSM. Arbinet’s thexchangeSM platform, the largest online wholesale voice trading exchange, continues to provide customers with access to a neutral marketplace to buy and sell global voice and data traffic. Arbinet owns and operates a global network of next generation IP soft switches, media gateways, IP transport and co-location centers located in the United States, United Kingdom, Hong Kong, Frankfurt and Miami. Founded in 1996, Arbinet is headquartered in Herndon, Virginia.

Important Information and Where to Find It

In connection with the proposed merger, Arbinet and Primus filed a definitive joint proxy statement/prospectus with the SEC on January 14, 2011.  Copies of the definitive joint proxy statement/prospectus were sent to stockholders of record of both Arbinet and Primus seeking their approval of certain matters incident to the proposed merger.  Arbinet and Primus also plan to file other documents with the SEC regarding the proposed transaction.  INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and stockholders may obtain a free copy of the definitive joint proxy statement/prospectus and other documents filed by Arbinet and Primus with the SEC, without charge, at the SEC’s web site at www.sec.gov.  Copies of the definitive joint proxy statement/prospectus and Primus’s SEC filings that were incorporated by reference in the definitive joint proxy statement/prospectus may also be obtained for free by directing a request to: (i) Primus (703) 748-8050, or (ii) Arbinet (703) 456-4100.

Participants in the Solicitation

Arbinet, Primus, and their respective directors, executive officers and other members of their management and employees may be deemed to be “participants” in the solicitation of proxies from their respective stockholders in connection with the proposed merger.  Investors and stockholders may obtain information regarding the names, affiliations and interests of Primus’s directors, executive officers and other members of its management and employees in Primus’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on April 5, 2010, and amended in a Form 10-K/A filed with the SEC on April 28, 2010, Primus’s proxy statement for its 2010 annual meeting, which was filed with the SEC on June 14, 2010, and any subsequent statements of changes in beneficial ownership on file with the SEC.  Investors and stockholders may obtain information regarding the names, affiliations and interests of Arbinet’s directors, executive officers and other members of their management and employees in Arbinet’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 17, 2010, Arbinet’s proxy statement for its 2010 annual meeting, which was filed with the SEC on April 30, 2010, and any subsequent statements of changes in beneficial ownership on file with the SEC.  These documents can be obtained free of charge from the sources listed above.  Additional information regarding the interests of these individuals is also included in the definitive joint proxy statement/prospectus regarding the proposed transaction.

Forward-Looking Statements

This press release includes “forward-looking statements” as defined by the SEC.  All statements, other than statements of historical fact, included herein that address activities, events or developments that Arbinet or Primus expects, believes or anticipates will or may occur in the future, including anticipated benefits and other aspects of the proposed merger, are forward-looking statements.  These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.  Risks and uncertainties that could affect forward-looking statements include, but are not limited to, the following: the risk that the merger may not be consummated for reasons including that the conditions precedent to the completion of merger may not be satisfied; the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that Primus’s and Arbinet’s businesses will not be integrated successfully; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships; any actions taken by either of the companies, including, but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions); the ability to service substantial indebtedness; the risk factors or uncertainties described from time to time in Arbinet’s filings with the SEC; and the risk factors or uncertainties described from time to time in Primus’s filings with the SEC.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates.  Except as required by law, neither Arbinet nor Primus intends to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Gary Brandt, Chief Financial Officer

Arbinet Corporation

(703) 456-4140

Andrea Rose / Jed Repko

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449