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did Systems provide written periodic reports to RIC; however,
Systems did provide a final report to both IRC and RIC. Systems
conducted frequent meetings with Gould and invited shareholders
of IRC and RIC to discuss the progress of the research. None of
IRC’s or RIC’s shareholders became actively involved in, or
monitored the substance of, Systems’ research. However, one
shareholder, Paul Smith, traveled once to Utah where the actual
research was being performed.
The R & D Agreement further provides that IRC and RIC
acquired proprietary rights in the results of Systems’ research
activities as follows:
6.01. Ownership in IRC [and RIC]. IRC [and RIC]
shall have the full exclusive right, title and interest
in and to all knowledge, developments, techniques,
processes, discoveries, inventions, improvements,
devices, designs, apparatuses, practices, methods,
products and trade secrets of whatever nature, whether
or not patentable, that are perfected, devised,
conceived, developed, acquired or reduced to practice
in performance of the [R & D] Agreement; provided,
however, IRC’s [and RIC’s] rights in Preexisting
Research shall be as provided in Section 3 hereof.[12]
The research under the R & D Agreement was not intended to, and
did not result in, any commercially viable product.13
12Sec. 3 of the R & D Agreement was not offered and received
into evidence.
13Petitioners ask us to make this finding. Respondent does
not object. We treat this as the equivalent of a supplemental
stipulation.
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