- 6 - disclosed on the Schedules or Exhibits to this Agreement; Closing was to occur after petitioner completed a due diligence review and other specified events. The purchase agreement disclosed that DeVilbiss had created a $400,000 reserve for pending patent liability claims and legal fees expected to be incurred in litigating the Lemelson lawsuit. After the price was set for the acquisition and during the due diligence period, DeVilbiss made disclosure to petitioner of pending lawsuits, including the Lemelson lawsuit. DeVilbiss provided to petitioner a schedule containing the following entry: CDCA STATE DATECLAIM AMT Lemelson, Jerome v. Champion DE 06/19/85 Open ACTION Patent infringement claim - Robot Apparatus COMMENTS Latest settlement demand is $500,000. Further discovery and trial pending. During the due diligence period, Becker expressed his opinion to representatives of petitioner that he did not believe that the Lemelson lawsuit was worth anything. Although Champion remained the named defendant in the Lemelson lawsuit, petitioner became the party in interest after petitioner acquired the assets of DeVilbiss. During the due diligence period, representatives of petitioner, including Gary F. Anton (Anton), petitioner’s director of audits; Thomas Buckman (Buckman), petitioner’s vice president of patents and technology; and John Patrick O’BrienPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Next
Last modified: May 25, 2011