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Message: Re: Is Alliacense gone? / YES! (?)Banker
3
May 22, 2015 10:47AM

I don't believe the wording implies that Alliacense does not continue?

The Amended Alliacense Services Agreement and Novation did a couple of things

1. Resolve the dispute over claims between the parties

Additionally (maybe Alliacense failed to reach their milestone and forced termination of the Amended Agreement but not the Original Services Agreement)

c. Future Defendants

Alliacense’s compensation and role with respect to future litigation defendants shall be determined [*] provided that Alliacense continues to participate in licensing negotiations and activities as to such Defendants in cooperation with Agility (or other counsel). [*] Alliacense will make available its claim charts and license negotiation files to outside counsel as needed (subject to preservation of confidentiality).

d. Future MMP licensing (Non-Defendants)

The "Licensing Services Fee" of the Services Agreement at 3.1.1 (“Licensing Services Fee”) [*]

For illustrative purposes see additional examples set forth in Exhibit B.

Any [*] are excluded from the milestone calculations of this paragraph 3(d). As for installment payments, no future installment will be deemed received and the Alliacense Licensing Services Fee will be determined when future installments are received as though a new license had been written.

The provision of advances set forth in the Services Agreement at paragraph 3.2 is terminated. No such advances will be provided.

The licenses written by another licensing company under paragraph 3(f) will not be credited toward Alliacense's Licensing Services Fee or affect the milestones.

(i) Dry period

A period of [*] days or more without receipt by PDS of $[*] or more in MMP license proceeds from Alliacense's licensing activities will restart the [*]% Licensing Services Fee, and licenses paid before the restart date will not be counted towards the cumulative amounts and Licensing Services Fee [*]. Beginning [*], the $[*] figure of the preceding sentence will be $[*].

(ii) One year milestone

This Agreement is subject to termination on written notice from PDS, if during any [*] period beginning on or after the date of this Agreement, PDS fails to receive at least $[*] from litigation and non-litigation MMP licensing by Alliacense. The exception to the foregoing is that[*].

(iii) Mixed licenses

Alliacense will not negotiate MMP and non-MMP licenses at the same time or in conjunction with each other, and neither at the expense of each other. No MMP license will be written without PDS’s consent, and no such mixed license will be written without its advance written consent. Alliacense will keep PDS apprised on a weekly basis of all MMP negotiations as well as negotiations of non-MMP prospective licenses (subject to preservation of confidentiality) with any potential licensee who has been approached during the previous year for an MMP license. If asked by prospective licensees to bundle licenses or negotiate IP portfolios together, Alliacense will indicate to such prospective licensees that it has a responsibility to its client(s) not to do so. A violation of this provision will be grounds for termination by PDS.

pgs3-4http://www.sec.gov/Archives/edgar/data/836564/000101968714002871/patriot_8k-ex1010.htm

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May 24, 2015 06:54PM
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May 24, 2015 11:52PM
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