- 10 -
owned or leased physical premises, or maintained inventory.
Neither IRC nor RIC was adequately capitalized to market and
license products, nor did either corporation make any provisions
to raise additional capital. There are not any written documents
reflecting that either IRC or RIC intended to enter the market
for educational videodiscs.
C. Agreements Among Systems, IRC, and RIC8
IRC entered into three agreements with Systems: (1) A
research and development agreement (hereinafter sometimes
referred to as the R & D Agreement), (2) an exclusive license
agreement, and (3) an option agreement. On June 13, 1984, IRC
and Systems amended the R & D Agreement to make RIC a party
thereto.9 At some point, IRC and Systems also amended the
exclusive license agreement to make RIC a party thereto. See
supra note 9. Also, at some point RIC became a party to an
option agreement with Systems, but the record does not indicate
8In many instances, the entire agreements are physically in
the record. Nevertheless, as explained supra note 7, our
findings with respect to these agreements do not go beyond the
stipulated limitations on the purposes for which the agreements
were offered and received in evidence, except to the extent the
findings are based on other evidence of record or on the parties’
unobjected-to proposed findings.
9So stipulated. However, neither the parties’ stipulations
nor any other evidence in the record herein shows what RIC’s
obligations and benefits were under the R & D Agreement as so
amended. For example, we cannot tell from the record whether it
is more likely than not that RIC shared all or any of IRC’s
obligations and benefits under the R & D Agreement. But see
infra note 10.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011