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Message: Re: Finally! Response from IR------ J's - SGE
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Dec 17, 2008 05:08AM

Read any settlement agreement. They ALWAYS say those words to make it clear that the dispute is fully resolved with whatever remedies and that no further litigation of the matter is permitted as long as the parties to the agreement abide by the agreement. Always. That's what makes it a SETTLEMENT. You would NEVER use an MOU, alone, to do that - MOUs alone are not binding (unless they gain court backing).

Interesting that you and others request answers to your questions of me, yet fail to respond to the questions I pose. A bit one-sided, don't ya think?

In response to your first question, IMO you and MT are very confused about what is "material" (preventing trading) and what isn't. A "possibility" does not constitute a material matter.

Try this scenario, and tell me whether the officers/employees of the company in question would be prevented from trading the knowledge: A large company responds to a solicitation for a proposal from the US Government for some product (anything - missles to toilet paper) - a multi-billion $ contract to be awarded to one of many expected proposals. In the formation of the proposal, you contact your suppliers to gain bids and their assurance of a capibility to supply needed items in the (huge) quantities you need by a date certain, and they respond. You submit your proposal, along with many other companies who also submitted proposals for the lucrative contract.

Would the officers/employees of the proposing company be prevented from buying stock, having knowledge of this proposal? Would the officers of all the competing companies be so restricted? All the supplier companies, who submitted bits to all those companies in support of those proposals?

Of course not. There is no assurance that any of these companies will be awarded the contract, or supply that contract. It's a POSSIBILITY. They may need to disclose the possibility to shareholders, unless there NDAs (suppliers) or security restrictions (primes and suppliers). For an issue/event to be material to restrict trading, it must be absolute. No big "ifs".

Now, if you believe I'm wrong, and that all these people would be restricted, then no officers and many employees of virtually any company would EVER be able to trade the company's stock - because there is always some business possibility out there. Always. Usually many, depending on the size of the company and the scope of its product offerings.

Now, in the above scenario, if the winner company was so notified, then its real, material, and they would be restricted until there is appropriate public disclosure.

Moving on.... If there were a contingency deal, knowing that it's protected by a Confidentiality Clause in the licensing agreement, what would you expect him to say? Blow the deal, and the settlement, by disclosing? Suffer the wrath of Judge Ward? Suffer an inability to make deals with other licensees because we cannot be trusted to abide by NDAs? And ultimately, would he be fulfilling his fiduciary responsibility to us as shareholders if he disclosed, and we suffered the above?

On to question two: Show me where TPL, as our partner/agent, is required to tell PTSC any details about the side of the business for which they are entrusted and have absolute full control. Cripes, we can't even put out a PR re: that side of the business without TPL pre-approval. However, I would think they would have to provide a general picture. But then, see the above.

Now answer my questions. Then go back 6 months posts and answer all those questions re: the "weirdnesses".

Believe there is a mere possibility or ignore it. Ultimately it doesn't matter.

SGE

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