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© 2012 IPXI, Inc.
S e p t e m b e r 6 , 2 0 1 2
IP in Innovative EconomyKrakow, Poland
About IPXI®
• The world’s first financial exchange that facilitates non-exclusive licensing and trading of IP rights with market-based pricing and standardized terms.
• Developed with significant input from leading corporate, university, and laboratory IP owners.
2
Member Overview
3
Corporate University Laboratory Associate
CDC Propriété Intellectuelle Columbia Technology Venture Brookhaven National Laboratory
Article One Partners
Com-Pac International Northwestern University Lawrence Livermore National Laboratory
Bridges & Mavrakakis, LLP
Ford Global Technologies, LLC Regents of the University of California Pacific Northwest National Laboratory
DeWitt, Ross & Stevens S.C.
JP Morgan Chase & Co. Rutgers University DLA Piper, LLP
MetaPower, Inc. University of Chicago Innography
Palo Alto Research Center Incorporated University of Notre Dame Kerr & Wagstaffe, LLP
Philips Intellectual Property & Standards University of Utah Marsh, Inc.
Sony Corporation of America McGladrey, LLP
Nordic Patent Institute
North Point Advisors, LLC
Ocean Tomo, LLC
Pantros IP
PATENTSHIP Patentanwaltskanzlei
Red Chalk Group
Sullivan & Cromwell, LLP
TAEUS International Corporation
IPXI Update
4
• 28 new members since IPXI’s funding announcement in December 2011 (34 in total and growing)
• Founding Members– 6 U.S. University Founding Members– 3 U.S. National Laboratory Founding Members– 7 U.S. and Foreign Corporate Founding Members
• First working version of the Rulebook approved by the Executive Committee
• $500 million+ in IP commitments
IPXI Market Rulebook – Working Edition 1.0
• Approved by IPXI Executive Committee
• Available by request
5
Rules Committee
Business Conduct
Committee
Executive Committee
IPXI Governance
Market Operations Committee
Enforcement Committee
Selection Committee
Board of Directors
6
IPXI Core Objective
IP Market Problem IP Exchange Result
Incomplete or insufficient market information
Detailed prospectus, published pricing, consumption data reporting, bid/ask
TRANSPARENCY - enabling more accurate IP asset management and R&D decisions
Arbitrary or unilaterally determined IP value
Market-based pricing reflecting the value of a technology and increasing buy-side confidence
PRICE DISCOVERY – ensuring fair and reasonable pricing
Lack of standards, including course of dealing, contract terms, and pricing
Standardized tradable license rights accessible to all market participants
LEVEL PLAYING FIELD – accelerating technology transfer and innovation
Time and transaction cost inefficiencies associated with bilateral licensing
Central marketplace with market enhancing solutions, such as standard contracts, outsourced auditing, and alternative dispute resolution processes
EFFICIENCY - providing easy access, liquidity, and increasing transaction volume
A more efficient and transparent IP marketplace
7
Unit License Right™ Characteristics
8
• Non-exclusive licensing
• Non-discriminatory terms
• Standardized rights within each offering
• Retired upon use
ULR™
SAMPLE UNIT LICENSE RIGHT SPECIFICATION
USP X,XXX,137 A/B/C
General Description: USP X,XXX,123 A/B/C Value Seat Insert
Patent(s): USP X,XXX,137 and continuations,continuations-in-part and foreign counterparts
Fields of Use: All
Restrictions: All Secondary Market sales through IPXI
Issuer Right to Use: Yes including all subsidiaries
Unit Basis: Each ULR covers one automotive or light truck engine
Total Offered Quantity: 50 million ULRs offered in 10 unit lots
Term of Rights: Until used
Opening: Dutch Auction (50% minimum quantity & price)
Encumbrances: Prior Licensing History
IPXI Price Banding: +/- 1%
Amnesty: Full
Tranche Priced at
U137A: 10 million ULR $0.50 per unit
U137B: 10 million ULR $0.75 per unit
U137C: 30 million ULR $1.00 per unit
Follow-on Offerings Through Term (2017)
10 million ULR each Deemed Market Price
SECONDARY MARKET PRICE DISCOVERY
USP X,XXX,137 A/B/CExpiration: 12/31/17
OFFERING DATA
Tranche Authorized Issued ConsumedU137A 10,000,000 10,000,000 6,688,658
U137B 10,000,000 2,250,000 -U137C 30,000,000 - -Follow-on 10,000,000 - -(each)
SECONDARY MARKET DATA
% of IssuedTranche Bid Ask URLs _ U137A $0.625 $0.630 28%U137B $0.750 $0.750 0%U137C - - -Follow-on - - -(each)
9
Licensor / Licensee Benefits
Licensor Benefits
• Efficiently monetize patent portfolios
• Reduce transaction costs
• Avoid forced cross licensing
• Outsource marketing
• Outsource auditing
• Outsource enforcement
• Receive timely reports on licensee usage
• Flexible rights structure
Licensee Benefits
• Efficiently obtain licenses to patent portfolios at market price
• Ability to resell unused ULRs to accommodate reduced future needs
• Fair and level playing field for all prospective licensees
• Fair and reasonable market determined licensing terms
• Selection Committee screening and public comment period promote quality offering and rational market pricing
• Potential amnesty for prior usage
10
Indicative Timeline and Task Allocation
Time Period
Task
Day 1 Submit formal OS Document
Day 2 - 30IPXI internal vetting
Review OS Document for preliminary acceptance or rejection by the Selection Committee
Day 30 Preliminary acceptance of OS Document by the Selection Committee and execution of Submission Agreement
Days 30 - 90
Initiate pre-marketing activities
Preliminary Offering Memorandum and Selection Committee findings available for Exchange Member review and comment
Use of external parties to further evaluate, including prior art search and valuation
Assess all comments and reports
Final Modification of OS Document, followed by its final assessment
Day 90
Final decision regarding acceptance or rejection of preliminary Offering Memorandum
Commitment fee is due and payable
Grant of exclusive license option of relevant IP to Special Purpose Vehicle (Issuer)
Days 91 -150Form Issuer
Market Authorized Product (Roadshow)
Day 150 Exercise of exclusive license by Issuer
Day 151 Initial Offering effective
Day 152 Secondary Market
11
IPXI ULR vs. Other Monetization Methods
Monetization Method
Assumptions
EstimatedRevenues
To IP-owner
Sale through Broker or Auction*
75% Potential Market Penetration
75% Price Discount
15% Commission
15-20% of Total Licensing Revenues
Third-Party Enforcement
Program**
75% Potential Market Penetration
57% of Licensing Revenues
Paid as Fees
$1M to $5M in Legal Expenses Incurred
20-30% of Total Licensing Revenues
Self-managed Licensing
Program***
50% Potential Market Penetration
$1M to $5M in Legal Expenses Incurred
Approximately $500,000 in Internal Costs Allocated to Licensing Program
40-50% of Total Licensing Revenues
IPXI ULRs
15% Tranche Pricing Discount
20% of Licensing Revenues Paid to IPXI
$100,000 Listing Fee and $5,000 Annual Membership Fee
Approximately 68% of Total Licensing
Revenues
* 25% market discount reflects Purchaser expectations after acquiring the patent; 75% price discount reflects the typical discount necessary to assure sale to a single Purchaser in a limited market; 15% of licensing revenues payable as a fee to the brokerage/auction house facilitating the sale.
** 25% market discount based on expected ability of a specialized third-party enforcer to address the market of potential users of a patented technology; 57% of licensing revenues payable as fee to a third-party enforcer, based on a successful patent enforcement company’s financial information; $1M to $5M additional costs consistent with AIPLA’s estimate for patent litigation with potential damages of $1M to $25M+.
*** 50% market discount based on the expected ability of a patent-owner to address the market of potential users of a patented technology; $1M to $5M litigation costs plus $500,000 of non-attorney costs related to the internal management of licensing or enforcement program has been added for this model.
12
IPXI ULR vs. Other Monetization Methods
Monetization Method
Revenues Expenses Net Income to Sponsor Risk to Sponsor
Total Revenue Potential
Revenue after Market Discount
Revenue after Price Discount
Broker Fee/ Commission
Additional Expenses
Total Income Realized
Loss of Patent
Ownership
Out-of-pocket
downside
Sale through Broker or IP
Auction $50M $37.5M $9.4M $1.4M $0 $8M Yes $0
Third-Party Enforcement
Program $50M $37.5M $37.5M $21.4M $5M $11.1M Yes $0
Self-managed LicensingProgram
$50M $25M $25M $0M $5.5M $19.5M No $5.5M
IPXI ULR $50M $50M $42.5M $8.5M $100,000 $33.9M No $0
13
IP as an Exchange Traded Unit – Accelerated Innovation
• Efficient and transparent technology transfer
• More accurate R&D and intangible asset management decision-making
• Greater technology access for small/medium enterprises at fair and reasonable prices
• An alternative for universities and research laboratories
• Level playing field
14
Intellectual Property Exchange International, Inc.
Disclaimer: The concepts covered by this presentation and the information included herein are for discussion purposes only and are not intended to be all-inclusive on the topic of IPXI or related parties. Many of the concepts are illustrative only and do not necessarily represent final IPXI functions and processes. Additionally all of the information contained herein is confidential is and the recipient acknowledges that unauthorized disclosure or use of such confidential information, will cause the Company irreparable harm. Therefore recipient shall maintain Confidential Information in strict confidence at all times without the Company’s written consent.
Gerard J. PannekoekIPXI Holdings, LLC10 South LaSalle Street, Suite 2130Chicago, IL 60603
Phone: +1 (312) 275-2701