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Message: Regarding Moore & Settlement

I deleted my previous post, and replaced it with this one which has a couple of minor revisions, which I think are more accurate in portraying my thoughts.

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I think it's important to keep in mind that there are 3 agreements in place.

  • The FIRST is the MASTER agreement between PTSC, TPL, and Moore.
  • The SECOND is the COMMERCIALIZATION agreement between PTSC & TPL.
  • The THIRD is the COMMERCIALIZATION agreement between Moore & TPL.

While it's hard to know for sure based on the PR & the 10q language, it seems the "settlement" involved ONLY arrangements that are covered by the CommAg between PTSC & TPL, and thus is NOT anything that involves Moore "technically". I'm sure there is an argument that can be made that this has to involve the M.A. as well, since it takes money off the top of the MMP licensing fees through the operation of PDS and what PDS pays in expenses, but a quick reading would basically allow that Moore is NOT part of that agreement EXCEPT as TPL represents him as his licensing agent, so whatever TPL agrees to, per his agreements with TPL, Moore ALSO agrees to.

In essence, my simplified understanding of the agreements is as follows:

  • Master Agreement - states that all the parties joined their interests in the MMP and are going to license them as a group, rather than individually. In it, PTSC owns 50%, and Moore owns 50%. TPL has TOTAL licensing rights on behalf of Moore.
  • CommAg of TPL & PTSC - This spells out how money is taken in on MMP licensing, and then dispersed between TPL & PTSC. Essentially, MMP license revs come in, PDS pays the expenses to whomever (primarily TPL - who then disperses to the 3rd parties) and then the remaining portion is split 50 / 50 between TPL & PTSC.
  • CommAg of Moore & TPL - This spells out how the profit money that TPL gets from PDS for licensing the patents is then split between Moore & TPL.

So if the above is an accurate summary, and the recent "settlement" affected ONLY the PDS portion (ie. the CommAg between TPL & PTSC), then Moore has no say or standing in those negotiations, IMO. That being said, if what he claims is accurate, then, you gotta wonder WHY our BOD would agree to such inclusion and then bail on it.

It wouln't surprise me if they did, based on what we see from them in overall performance, but still, this is/was a time to UNIFY the MMP team, and start pursuing these infringers now that the Re-Exam process is essentially done and SUCCESSFUL. Maybe, as Ron indicates, there is detail in the settlement that covers the Moore concerns and those are still being formalized.

Ultimately, though, if the M.A. terms have NOT been modified per the settlement, but ONLY the CommAg terms between PTSC & TPL, and this settlement truly squared ONLY those issues away, then it's up to Moore to settle with TPL, not for us to do it for him, even though that MAY seem like the "proper" and "wise" thing to do.

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