UNCA » Topics » Litigation

These excerpts taken from the UNCA 10-K filed Dec 15, 2008.
Litigation
 
On June 30, 2006, the Company entered into a settlement and patent license agreement with NetRatings, Inc. (NetRatings) to resolve the patent infringement lawsuit against Sane alleging that Sane’s NetTracker software infringes upon certain patents owned by NetRatings. The suit was filed in the U.S. District Court of New York on May 26, 2005 seeking unspecified monetary relief. Subsequent to the acquisition, NetRatings amended the complaint adding the Company as a defendant to the lawsuit.
 
The Company initially accrued $2,800 of legal fees related to this matter, and as a result of the settlement and agreement, made adjustments to the original purchase accounting to reflect the actual settlement and fees. A substantial portion of the accrued and assumed liabilities in purchase accounting of Sane is related to the NetRatings litigation matter. The above settlement amounts are part of the cost of the acquired company and are included in the determination of the total purchase price.
 
Under the terms of the settlement agreement, the Company obtained a non-exclusive, worldwide perpetual license to certain patents owned by NetRatings and paid a one-time fee of $1,500 in July 2006. The developed technology resulting from this acquisition was valued in purchase accounting based upon estimated cash flows and there are no anticipated changes to the cash flows used in the valuation as a result of the settlement payment. Hence, the adjustments to purchase accounting resulting from the settlement were made to goodwill.


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Table of Contents

 
UNICA CORPORATION AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share and per share data)
 
In addition, the Company is required to make a payment of $1,000 to NetRatings in the event of a sale of the Company. In addition, in the event that the Company acquires certain specified companies, it may elect to extend the license granted by NetRatings under the agreement to cover the products, services and technology of such an acquired company by making additional payments to NetRatings based on the web analytics revenue of the acquired company during the twelve-month period preceding such acquisition.
 
Litigation


 



On June 30, 2006, the Company entered into a settlement and
patent license agreement with NetRatings, Inc. (NetRatings) to
resolve the patent infringement lawsuit against Sane alleging
that Sane’s NetTracker software infringes upon certain
patents owned by NetRatings. The suit was filed in the
U.S. District Court of New York on May 26, 2005
seeking unspecified monetary relief. Subsequent to the
acquisition, NetRatings amended the complaint adding the Company
as a defendant to the lawsuit.


 



The Company initially accrued $2,800 of legal fees related to
this matter, and as a result of the settlement and agreement,
made adjustments to the original purchase accounting to reflect
the actual settlement and fees. A substantial portion of the
accrued and assumed liabilities in purchase accounting of Sane
is related to the NetRatings litigation matter. The above
settlement amounts are part of the cost of the acquired company
and are included in the determination of the total purchase
price.


 



Under the terms of the settlement agreement, the Company
obtained a non-exclusive, worldwide perpetual license to certain
patents owned by NetRatings and paid a one-time fee of $1,500 in
July 2006. The developed technology resulting from this
acquisition was valued in purchase accounting based upon
estimated cash flows and there are no anticipated changes to the
cash flows used in the valuation as a result of the settlement
payment. Hence, the adjustments to purchase accounting resulting
from the settlement were made to goodwill.





68





Table of Contents





 




UNICA
CORPORATION AND SUBSIDIARIES



 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

(In thousands, except share and per share data)


 



In addition, the Company is required to make a payment of $1,000
to NetRatings in the event of a sale of the Company. In
addition, in the event that the Company acquires certain
specified companies, it may elect to extend the license granted
by NetRatings under the agreement to cover the products,
services and technology of such an acquired company by making
additional payments to NetRatings based on the web analytics
revenue of the acquired company during the twelve-month period
preceding such acquisition.


 




These excerpts taken from the UNCA 10-K filed Jan 7, 2008.
Litigation
 
On June 30, 2006, the Company entered into a settlement and patent license agreement with NetRatings, Inc. (NetRatings) to resolve the patent infringement lawsuit against Sane alleging that Sane’s NetTracker software infringes upon certain patents owned by NetRatings. The suit was filed in the U.S. District Court of New York on May 26, 2005 seeking unspecified monetary relief. Subsequent to the acquisition, NetRatings amended the complaint adding the Company as a defendant to the lawsuit.
 
The Company initially accrued $2,800 of legal fees related to this matter, and as a result of the settlement and agreement, made adjustments to the original purchase accounting to reflect the actual settlement and fees. A substantial portion of the accrued and assumed liabilities in purchase accounting of Sane is related to the NetRatings litigation matter. The above settlement amounts are part of the cost of the acquired company and are included in the determination of the total purchase price.
 
Under the terms of the settlement agreement, the Company obtained a non-exclusive, worldwide perpetual license to certain patents owned by NetRatings and paid a one-time fee of $1,500 in July 2006. The developed technology resulting from this acquisition was valued in purchase accounting based upon estimated cash flows and there are no anticipated changes to the cash flows used in the valuation as a result of the settlement payment. Hence, the adjustments to purchase accounting resulting from the settlement were made to goodwill.


73


Table of Contents

 
UNICA CORPORATION AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands, except share data)
 
In addition, the Company is required to make a payment of $1,000 to NetRatings in the event of a sale of the Company. In addition, in the event that the Company acquires certain specified companies, it may elect to extend the license granted by NetRatings under the agreement to cover the products, services and technology of such an acquired company by making additional payments to NetRatings based on the web analytics revenue of the acquired company during the twelve-month period preceding such acquisition.
 
Litigation


 



On June 30, 2006, the Company entered into a settlement and
patent license agreement with NetRatings, Inc. (NetRatings) to
resolve the patent infringement lawsuit against Sane alleging
that Sane’s NetTracker software infringes upon certain
patents owned by NetRatings. The suit was filed in the
U.S. District Court of New York on May 26, 2005
seeking unspecified monetary relief. Subsequent to the
acquisition, NetRatings amended the complaint adding the Company
as a defendant to the lawsuit.


 



The Company initially accrued $2,800 of legal fees related to
this matter, and as a result of the settlement and agreement,
made adjustments to the original purchase accounting to reflect
the actual settlement and fees. A substantial portion of the
accrued and assumed liabilities in purchase accounting of Sane
is related to the NetRatings litigation matter. The above
settlement amounts are part of the cost of the acquired company
and are included in the determination of the total purchase
price.


 



Under the terms of the settlement agreement, the Company
obtained a non-exclusive, worldwide perpetual license to certain
patents owned by NetRatings and paid a one-time fee of $1,500 in
July 2006. The developed technology resulting from this
acquisition was valued in purchase accounting based upon
estimated cash flows and there are no anticipated changes to the
cash flows used in the valuation as a result of the settlement
payment. Hence, the adjustments to purchase accounting resulting
from the settlement were made to goodwill.





73





Table of Contents





 




UNICA
CORPORATION AND SUBSIDIARIES




 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)






(In
thousands, except share data)


 



In addition, the Company is required to make a payment of $1,000
to NetRatings in the event of a sale of the Company. In
addition, in the event that the Company acquires certain
specified companies, it may elect to extend the license granted
by NetRatings under the agreement to cover the products,
services and technology of such an acquired company by making
additional payments to NetRatings based on the web analytics
revenue of the acquired company during the twelve-month period
preceding such acquisition.


 




This excerpt taken from the UNCA 10-K filed Dec 14, 2006.
Litigation
 
On June 30, 2006, the Company entered into a settlement and patent license agreement with NetRatings, Inc. (NetRatings) to resolve the patent infringement lawsuit against Sane alleging that Sane’s NetTracker software infringes upon certain patents owned by NetRatings. The suit was filed in the U.S. District Court of New York on May 26, 2005 seeking unspecified monetary relief. Subsequent to the acquisition, NetRatings amended the complaint adding the Company as a defendant to the lawsuit.
 
The Company initially accrued $2,800 of legal fees related to this matter, and as a result of the settlement and agreement, made adjustments to the original purchase accounting to reflect the actual settlement and fees. A substantial portion of the accrued and assumed liabilities in purchase accounting of Sane is related to the NetRatings litigation matter. The above settlement amounts are part of the cost of the acquired company and are included in the determination of the total purchase price.
 
Under the terms of the settlement agreement, the Company obtained a non-exclusive, worldwide perpetual license to certain patents owned by NetRatings and paid a one-time fee of $1,500 in July 2006. The developed technology resulting from this acquisition was valued in purchase accounting based upon estimated cash flows and there are no anticipated changes to the cash flows used in the valuation as a result of the settlement payment. Hence, the adjustments to purchase accounting resulting from the settlement were made to goodwill.
 
In addition, the Company is required to make a payment of $1,000 to NetRatings in the event of a sale of the Company. In addition, in the event that the Company acquires certain specified companies, it may elect to extend the license granted by NetRatings under the agreement to cover the products, services and technology of such an acquired company by making additional payments to NetRatings based on the web analytics revenue of the acquired company during the twelve month period preceding such acquisition.
 
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