Investment Research Associates - Page 370




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               to another stage to bring it to a commercial product                    
               that will be put on the shelf.                                          
                    And I can't tell you now what might have                           
               conceivably been developed were this product research                   
               and development to have been successful or gone far                     
               enough, but it was our impression and understanding at                  
               this time that it either would--or could produce                        
               something significant and allow for future research and                 
               licensing or something significant enough to be an                      
               actual product that could be commercial manufactured.                   
               [Emphasis added.]                                                       
                    The Court:  But there have been no developments of                 
               these other rights that you are talking about?                          
                    [Kanter]:  Well, those rights existed.  There was                  
               no preclusion of the rights as far as I know, that                      
               nobody took them away in the form of defined patent                     
               rights.                                                                 
               It remains unclear to the Court just what those "rights"                
          might be.  The Court is skeptical that, in the everyday world, an            
          investor would pay $980,000 for a bundle of ambiguous property               
          rights, as to which there is no persuasive indication that such              
          rights could be exploited or developed.                                      
               Moreover, this Court's holding in Estate of Cook was not                
          premised upon IRC's holding no ownership rights whatsoever in the            
          research, as Kanter implies.  Rather in Estate of Cook, this                 
          Court concluded, after considering the totality of the facts and             
          circumstances, including certain highly relevant factors, that               
          there was no realistic prospect of IRC's entering into a trade or            
          business to exploit the technology being developed under the IRC-            
          Newport R&D and License Agreement.                                           







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