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developed for Research I subject to high minimum royalty
payments. We found that, at the time Research I entered into an
agreement with CemCom in 1981, Mr. Townsend, as Research I's
general partner, did not intend ever to enter into any business
regarding the technology. Rather, we found that it was Mr.
Townsend's intention that CemCom would exercise the option as
written or the parties would renegotiate the amount of the
minimum royalties. In reaching that conclusion, we relied on
the fact that the Research I offering memorandum made no mention
of any other options except CemCom's exercise of the option. We
also relied on the testimony of Mr. Townsend and others that the
intent of the partners in Research I was that CemCom would
exercise its option.
Petitioner has not shown that the facts surrounding
Research II are materially different from those surrounding
Research I. Like the confidential memorandum issued to
prospective limited partners in Research I, the confidential
memorandum issued to the Research II partners contains neither
specific plans nor economic forecasts related to the possibility
that Research II might itself engage in the marketing of the new
technology. Similarly, no mention is made in the Research II
memorandum of hiring a staff experienced in the area or of
acquiring real or personal property for such purposes. Finally,
as in Research I, virtually all of the funds of Research II were
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