RE: Revised Draft of the Assignment and License Agreement

The attached has Louise's comments to Sections 3.2 and 3.3.

-----Original Message-----
From: Koehler, Anne C.
Sent: Friday, December 14, 2001 11:16 AM
To: 'Roger.Ross@weil.com@ENRON'
Cc: Schuler, Lance (Legal); Detmering, Tim; Piper, Greg; Taylor, Mark E (Legal); Kitchen, Louise; Webb, Jay
Subject: RE: Revised Draft of the Assignment and License Agreement

A couple of comments on the revised form of Assignment and License

1. This appears to allow the Estate to use the Software (including the EnronOnline Software) and the processes and services covered by the patents for trading gas and power within North America. Is this the new deal? For the template and the Wind deal? Also, does 3.1 (b) allow Enron to sell the processes covered by the patents without any restriction on field of use?

2. Are we now going to give Enron the right to sublicense and distribute Source Code? I thought we were going to limit it to Object Code.

3. In Section 3.1 do we need to define affiliates?

4. Are the restrictions on Asssignment and Licensing in Section 4.4 supposed cover all the Software, including the mid and back office functions, or only the EOL Software?

-----Original Message-----
From: Roger.Ross@weil.com@ENRON
Sent: Friday, December 14, 2001 4:18 AM
To: mary.korby@weil.com; stephen.kahn@weil.com; marita.makinen@weil.com; stuart.ogg@weil.com; nancy.raber@weil.com; john.quattrocchi@weil.com; roberto.zapata@weil.com; michael.farnell@weil.com; Schuler, Lance (Legal); Daniels, Eddy; Koehler, Anne C.; Hansen, Leslie; Piper, Greg; Detmering, Tim
Subject: Revised Draft of the Assignment and License Agreement

Here is the revised draft reflecting comments from Enron management team
and Enron legal team (Houston).

For some reason, I am unable to run Comparite remotely. If someone located
in NYO could run a comparison between Version 3 and Version 6 and
distribute to this same list it will aid people in the review. Thanks.

Roger

(Enron Assignment and License Agreement) (See attached file: n1bx06!.DOC)

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- n1bx06!.DOC << File: n1bx06!.DOC <<