David M. and Teri L. Saykally - Page 26

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                 that, you know, you own the TV but I own the TV                       
                 changer, so we better cooperate in resolving any                      
                 differences.                                                          
                       And so that was the thought was to kind of                      
                 create an ownership that I would have personally                      
                 which would help us in protecting CPSG as well.                       
                 *     *     *        *      *       *      *                          
                 A:    * * * And again, having the intellectual                        
                 property ownership in my hands personally meant at                    
                 least we were going to have a discussion about it.                    

          A corporate resolution passed by CPSG, Inc.’s board of directors             
          stated that petitioner “may undertake such reasonable research               
          and development activities on * * * [CPSG, Inc.’s] behalf in                 
          order to render and maintain the Company’s products as                       
          commercially viable”.  Indeed, on brief petitioners proposed that            
          we find that “It was clear to petitioner that in order to save               
          the business of CPSG more development had to be performed;”                  
          “Petitioner believed that by creating intellectual property                  
          rights outside of the CPSG/CPG/Syndicate relationship he would               
          have more negotiating leverage regarding any technology that he              
          developed;” and “Petitioner believed that if he had rights to the            
          technology he developed and CPG had rights to the underlying                 
          technology, CPG and the Syndicates would have to cooperate with              
          him.”  On brief, petitioners explained that “When Syndicate                  
          funding ended, additional development had to be done for the                 
          business of CPSG to survive.”                                                








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