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Message: DM entitlement...

DM entitlement...

posted on Mar 12, 2010 02:46PM

"c. The Company acknowledges that it understands that (i) it could be required to pay
compensation to Duane Morris for services with respect to matters other than Patent
Enforcement Matters
and (ii) the fee set forth herein is not set by law, but is
negotiable between Duane Morris and the Company."

contract negotiations?...lol

"Contingent Fee in the Event of Other Events (?Alternate Transaction?) . In the event
that during the term of this Agreement, there is an acquisition of e.Digital?s stock or
assets by a third party, including but not limited to, an acquisition of the Norris
Patents such that there is a change in control, or if the Company files or is
involuntarily placed in a bankruptcy or other insolvency proceeding, or in the event
the Company terminates this Agreement for any reason
, the parties agree that
Duane Morris shall be entitled to collect accrued costs and a fee equal to three times
its overall time and expenses accrued in connection with this Agreement through the
date of such transaction, plus a fee of fifteen percent (15%) of a good faith estimate
of the overall value of the Norris Patents as of the date of the Alternative
Transaction."

Page 2 of 6

Looks to me it's in DM's best interest to build a value under the patents. The only way I see the release of DM is to fire them....lol

They're securing their efforts with the patents....however, they have to make the value evident....I wounder what base valuation they utilized to feel secure?

Making the patents valuable means franchising(creating an ongoing event) the crap out of them....not just delivering a licensing agreement.

doni

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