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Intellectual Property Exchange International, Inc.
1
Shanghai International IP Forum 2011
“Creating Best Practice in the IP Marketplace by Adding Transparency and
Efficiency”
November 22, 2011
Agenda
1. Unit License Right™ (ULR) Contract
2. Discussion: “Creating Best Practice in the IP Marketplace by Adding Transparency and Efficiency”
3. IPXI Status and International Strategy
2
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 efficient 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
3
ULR Contract CharacteristicsIPXI Overview
Legal Characteristics
• Non-exclusive• Non-discriminatory• Standardized/
Commoditized• Consumable
Financial/Economic Characteristics
• Market-priced• Price-discoverable• Potentially liquid• Supply/Demand discovery
ULR Contracts
4
US Patent 7,885,897US Patent 7,987,142
Unit License Right™ (ULR) Contract - Specification
5
SECONDARY MARKET PRICE DISCOVERY
Initially through the IPXI Bulletin Board, supported by third party liquidity providers. Illustrative data:
Licensor/Licensee Benefits
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Licensor Benefits
• Efficient monetization of patent portfolios
• Dramatically reduced legal cost
• Avoids forced cross licensing
• Outsourced marketing
• Outsourced auditing
• Outsourced enforcement
• Timely reports on licensee usage
• Market determined fair and reasonable licensing terms
• Flexible rights structure
Licensee Benefits
• Efficiently obtain unit-based licenses to patent portfolios at market price
• In-licensing standard contracts
• Ability to resell unused ULR contracts to accommodate reduced future needs
• Fair and level playing field for all prospective licensees
• Formal mechanism by which licensees request that IPXI investigate alleged infringement
• Selection Committee screening and public comment period promote quality portfolio and rational pricing
• Amnesty for compliance
IPXI Overview
7
Membership Committee
Enforcement Committee
Executive Committee
IPXI Governance
ULR Contract Lifecycle
Selection Committee
Auditing Committee
Rules Committee
BOARD
Timeline and Task Allocation*
Time Period TaskResponsible
Party
Days 1 - 30
Submit formal UOS IP Sponsor/IP Advisor
Review UOS proposal, including prior art search and vetting Selection Committee
Days 30 - 90 UOS public review and comment period IPXI Membership
Days 60 - 90Assess UOS proposal comments submitted by Selection Committee and IPXI Members IPXI/IP Sponsor/IP
Advisor
Modify UOS proposal based on assessment IPXI/IP Sponsor/IP Advisor
Days 90 - 110Review modified UOS proposal, and final decision regarding acceptance or rejection of UOS proposal
Selection Committee
Days 90 - 150
Form Special Purpose Vehicle (SPV) IPXI
License IP exclusively to SPV IPXI/IP Sponsor
Accept ULR Contract is listed on www.ipxi.com IPXI
Prospectus materials drafted and marketing of ULR contract begins for Dutch auction or private placement
IPXI/IP Sponsor/IP Advisor
Day 151
Initial offering of ULR Contract IPXI
Secondary market for ULR Contract trading is opened IPXI
8
*For discussion purposes only; subject to modification
Submission Process
• Proposals for ULR contracts are generally submitted by IP owner or its Advisor
• IPXI may solicit IP for a ULR contract from prospective Sponsors and encourage pooling of certain IP
• Submission is via a Unit Offering Scenario (“UOS”) document, which will include patents to be licensed, target market, potential licensees, anticipated pricing, known encumbrances, license-back requirements, etc.
• Submission is vetted by IPXI staff and reviewed by the Selection Committee based on quality criteria of IPXI
• Sixty-day period of open market peer review, including evaluation by third-party review sources.
• Reassessment of submission and pricing based on peer and third-party review and comments
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ULR Contract Lifecycle
Submission Procedures: Unit Offering Scenarios
Unit Offering Scenarios (“UOS”) shall include:
• An abstract of the technology and business opportunity
• Identification of the full portfolio, highlighting any core patents within the portfolio
• Market identification, including:
- Proposed field of use
- Proposed unit basis
- Identification of known prospective licensees
- Market adoption time, trends, rate, and size
- Proposed royalty rate based on sale of units
• Identification of any encumbrances, including most favored licensee obligations
• Terms of Amnesty (if any)
• Criteria (if any) for determination of a Failed Offering
• Identification of third party sources which may assist the Selection Committee in its decision making process
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ULR Contract Lifecycle
Discussion
11
Discussion: IP Exchange Model and Corporate IP Strategy
Creating Best Practice in the IP Marketplace by Adding Transparency and Efficiency
Topics/Discussion Points:
1. Transparency
2. Transaction efficiency
3. Fair and reasonable pricing
4. IP Validity
Concern: Fair and Reasonable Pricing
• The structure and functionality of IPXI provides a market which promotes fair and reasonable pricing of IP rights
12
Fair and Reasonable
Pricing
Submission Process
Primary Markets
Secondary Markets
Discussion: IP Exchange Model and Corporate IP Strategy
Concern: IP Validity
• In addition to the submission review process, IPXI provides arbitration and re-examination facilities aimed at effectively and efficiently mitigating IP validity concerns
• Arbitration addresses infringement and claim interpretation concerns and may include a mechanism for expedited claim construction
13
Discussion: IP Exchange Model and Corporate IP Strategy
Mitigation of Validity
Concerns
Arbitration
Submission Process
Public Comment
IP Strategy Economics: IPXI vs. Other Monetization Methods
14
Monetization Method
Total Revenue Potential
Penetration of
Addressable Market
Discounting of Fair Value
Upfront Payment Received
Broker Fee or
Commission
Expenses Incurred
before Net
Total Revenues Realized
Auction/Broker Model
$42.5M N/A 65%See Total Revenue Realized
25% None $11.1M
Third-Party Licensing Program
$42.5M 75% None $1M 57% $3M $11.7M
Self-managed Licensing Program
$42.5M 50% None None None $3.5M* $17.75M
IPXI ULR Contracts
$42.5M 100% None None23%
(Including IP advisor)
$105,000 $32.6M
* Inclusive of certain internal cost allocations
ULR Contract Cash Flow and License Right Scenario
15
IP Advisor
Intellectual Property Exchange International, Inc.
Buyer A
IP Sponsor
Confidential
Buyer B
Buyer C
Initial Listing and
Membership Fee
Advising Fee
Exclusive LicenseULR Contracts
Total ULR Contract Revenues
80% of ULR Contract Revenues
20% of ULR Contract
Revenues
Special Purpose Vehicle
See Disclaimers.
Market Ready
16
IPXI Overview
IPXI International Development Update
• Partnering with private stakeholders and government delegates to establish support in building IPXI model in multiple jurisdictions around the world.
• Significant progress made in:
• Europe• Korea• Singapore
• Continuing international development is 2012 Priority
17
IP as an Exchange Traded Unit – Accelerated Innovation
Accelerated innovation
– Efficient and transparent technology transfer
– More accurate R&D and intangible asset management decision-making
– Greater technology access for SMEs at fair and reasonable prices
– An alternative for universities and research laboratories
– Level playing field
18
Intellectual Property Exchange International, Inc.
Disclaimer: The models in this presentation were prepared prior to market opening. IPXI and related parties, accordingly, do not guarantee any market projects presented herein. Models shall not to be relied upon in making a decision to participate in the market .
The concepts covered by this presentation 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.