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that petitioner owned the NTI software load. Cf. Conde Nast
Publications, Inc. v. United States, 575 F.2d 400, 407 (2d Cir.
1978) (limitations on transferee's rights in subject property
that serve only to protect transferor's interest in other
property do not divest transferee of ownership). Although those
provisions created certain obligations with respect to
petitioner's ownership of the NTI software load, such as holding
that load in confidence and only making that load available to
employees on a “need to know” basis, petitioner’s ownership
interest in that particular load remained intact. Moreover, many
of the restrictions imposed on petitioner's use of that load were
also imposed on the technical and proprietary information
relating to the digital switch hardware; apparently, however,
respondent does not question petitioner's ownership of that
hardware.
In sum, petitioner acquired from NTI all of the significant
benefits and burdens of ownership with respect to the NTI
software load. The limitations on petitioner's use of that load
served only to protect NTI's underlying intellectual property
rights and did not divest petitioner of ownership in that
particular load. We find that petitioner owned the NTI software
load and did not purchase any exclusive, intangible intellectual
property rights underlying that load. In accordance with the
parties' agreement and our holding in Norwest Corp. & Subs. v.
Commissioner, 108 T.C. ___ (1997), we hold that petitioner owned
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