Tidbits from the Disclosure Statement
posted on
Jan 09, 2015 02:57AM
From the Disclosure Statement
P. 33 Assets of the Debtor
Item 13 Patriot (OTC: PTSC) Stock (as of 3/20/13) $329,802
Item 18 Entitled to repayment of cash contraption from PDS $597,808
Seriously, a cash contraption
p. 64
Subsequent to the Petition Date, in order to resolve various disputes between Alliacense, TPL, PDS, and Patriot, the Novation of the Alliacense Services Agreement was executed, which, among other things, divided up potential licenses between Alliacense and a second licensing agent.
The Novation also addressed some $2.2 million in past due payments claims by Alliacense, quarterly advances, Alliacense’s role in pending and prospective litigation, and conduct of the MMP licensing program.
The Novation provides (1) for a fixed gross percentage fee for a license from the NorCal litigation with HTC; (2) a sliding scale for resolutions in the NorCal litigation, litigation support for contingency counsel; (3) a new schedule for the licensing services fee ranging from 20% to 30% gross depending upon the amount of the license, subject to reduction if settlements resulting in $5 million in license proceeds do not occur for a period of 61 days or more.
Critically, the Novation contains a one year milestone whereunder failure by PDS to achieve a certain level of income from litigation and licensing constitutes a basis for termination of the entire Alliacense Services Agreement upon written notice by PDS.
With regard to prospective litigation, the parties to the Novation agreed that Patriot would identify a second licensing company with which PDS would enter into a commercialization agreement pursuant to which
Such company will issue licenses to customers. Once identified, Alliacense is to identify all prospective MMP licensing entities, along with other relevant information, divide them into two substantially equal lists from which Patriot and its second licensing company will choose which they intend to pursue, within 30 days.
Alliacense will provide its work product and intellectual property with respect to the list selected by the second
licensing entity under a nondisclosure agreement in exchange for a 1% fee. TPL and Patriot have agreed to the employment by PDS of Dominion Harbor Group (“DHG”) as the second licensing company, subject to certain restrictions as to which matters DHG may review and pursue. TPL understands that Alliacense is in the process of preparing the list of prospective MMP licensing entities but has not yet completed or delivered
it. TPL further understands that Patriot contends that the Novation is in breach owing to the failure to deliver the list.
Patriot contends that the Novation is in breach. Patriot announced the retention of Dominion Harbor on October 13, 2014. Alliacense was supposed to identify all prospective MMP licensing entities within 30 days. Cliff, Carl, Gloria, what are you going to do about it?