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Message: Moore's Disclosure Statement

From Moore's Disclosure Statement

The MMP Plan provides for payment in full (with interest) to Creditors holding Allowed Claims, over a period of five years (subject to further extension upon Bankruptcy Court approval). Distributions to most Creditors will occur quarterly, beginning one calendar quarter after January 1, 2015, the “Effective Date” under the MMP Plan. p. 16 of 99

In sum: unless the MMP Portfolio is represented by and through a practicing entity, its litigation prospects will be dismal; its licensing revenues, de minimis. MMP licensing and litigation require a new approach by TPL.

A fresh start for TPL. The MMP Plan eliminates any basis for characterization of TPL, PDS, Mr. Moore or their new licensing agent as patent trolls. The MMP Plan changes Debtor TPL’s posture from patent aggregation to patent enhancement. p. 23 of 99

TPL asserts that its assets are worth well in excess of $100 million.4 Under the MMP Plan, TPL stands to realize a substantial portion of that claimed asset value. P. 25 of99

TPL lists in it’s June 2014 Operating report secured claims of $10,728,180, priority unsecured claims of $9,026,825 and general unsecured claims of $50,014,917. Total liabilities for TPL are $72,849,138 as of June, 2014.The MMP Plan provides for full payment of such of those liabilities as are advanced by non-TPL insiders. P. 25 of 99

Much of the unsecured debt is held by insiders to TPL, Alliacense or Mr. Leckrone. The MMP Plan allows for these insiders to collect 20% of their Allowed Claims, substantially more than they could ever hope to receive if this case were converted to Chapter 7, and exponentially more than any would receive if the bona fides of their claims were investigated and litigated. P.28 of 99

The Chapter 11 Trustee shall cause the Reorganized Company to establish the WCR at its designated $1,000,000 level, with the WCR funded by withholding from revenue the Quarterly Payment up to $1,000,000 over no fewer than two full calendar quarters after the Effective Date. If at any subsequent time the WCR is reduced to less than $1,000,000, the Chapter 11 Trustee shall withhold from Quarterly Payment revenues the amount necessary to replenish the WCR to its $1,000,000 level. P.42 of 99

In addition, prior to the Effective Date the Committee shall select two of its members to become members of the Board of Directors of TPL who shall, along with the Chapter 11 Trustee acting as Chairman of the Board, make up a three-member board tasked to perform the following:

1. Approve the annual TPL strategic business plan as proposed by the Chapter 11 Trustee as CEO;

2. Approve the annual TPL budget;

3. Advise the CEO regarding non-MMP portfolio licensing and litigation matters;

4. Approve any asset purchases or sales over $10,000;

5. Approve any non-MMP litigation settlements;

6. Approve any vendor contracts or agreements worth more than $5,000.

As of the Effective Date, any remaining employment or service to TPL of Mr. Leckrone (whether as director, officer or employee of TPL) shall terminate, and he shall be relieved of any other position or capacity in which he serves any supervisory, managerial, officer or other decision-making role for TPL, until such time as Allowed Claims in Classes 1, 2, 3, 4, 5, 6, 7 and 8 are paid as allowed by the MMP Plan. After payment of all such claims pursuant to Plan, Leckrone may petition the Bankruptcy Court to be reinstated as an officer or employee of TPL.

MIG will be Mr. Moore’s wholly owned company p.47 of 99

MIG will assume the role of commercializing the MMP Portfolio, for the benefit of Debtor TPL, Patriot and Mr. Moore himself

MIG will be a practicing entity; MMP commercialization will no longer be tainted with affiliation with a patent aggregator.

With the 2012 Agreements set aside, and Alliacense no longer authorized to carry out MMP commercialization, all MMP licensing and commercialization rights revert to TPL under the 2005 foundational agreement between and among TPL, Patriot and Mr. Moore, still in effect and remaining in effect as an assumed contract of Debtor TPL, that gave TPL commercialization rights to the MMP Portfolio and established PDS to monitor and supervise TPL’s performance and to collect MMP revenues.

Debtor TPL and MIG will execute a new commercialization agreement for the MMP Portfolio (the “TPL/MIG Agreement”),

The TPL/MIG Agreement will mandate that all MMP licensing revenues be paid over to PDS, which shall be expected and required to account for and to apportion those revenues under the assumed January 23, 2013 Settlement Agreement;

Under the TPL/MIG Agreement, MIG shall be entitled to retain a commission of 20% of its gross MMP licensing revenues, as well as a 5% commission on net litigation revenues generated for TPL, Patriot and Mr. Moore.

Under the TPL/MIG Agreement, PDS shall retain its rights as sole licensor of the MMP Portfolio; MIG shall be empowered and authorized as the sole entity entitled to negotiate such licenses and present them to PDS for approval.

The Chapter 11 Trustee shall be authorized to negotiate an agreement with PDS under which PDS will provide support for MIG in the form of a quarterly advance of $250,000 for three years, to be repaid from commissions earned from licensing revenues and litigation recoveries generated by MIG. It is anticipated that this agreement, desirable but not necessary under the MMP Plan, will be attainable, given that the MMP Plan relieves PDS of a continuing obligation to provide a $500,000 quarterly advance to TPL for licensing (because of the reversion to the original 2005 agreement between PTSC, TPL and Mr. Moore) that has produced no revenue since August 2013

The Chapter 11 Trustee shall be authorized to negotiate any other contracts necessary to aid in the execution of the MMP Plan.

Under the MMP Plan, a manager (“MIG Manager”) with licensing experience and the ability to run a low-cost, high-output, patent enhancement/patent licensing organization will be selected by the MIG Board. The MIG manager will be charged with managing the commercialization, licensing and litigation of the MMP portfolio. MIG shall in no event become involved with the licensing of TPL’s other patent portfolios. 6

http://agoracom.com/ir/patriot/forums/discussion/topics/621358-tpl-bk-pacers/messages/1947213#message

(emphases by me)

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