Presentation of VRS corporate services Value Realization of Intellectual Property June 2004

A step-by-step approach to identify, evaluate and tackle market opportunities for technologies, products and especially underlying Intellectual Property (IP). An integrated range of services, from the assessment of IP valuation to assistance in the closing of license deals. A strategic planning tool that reconciles the fundamental issues associated with a business project: IP, legal, financial, regulatory, tax, organisational and market issues. A controlled risks and optimized benefits approach that particularly suits penetration into developing markets such as China. Highlight: Value Realization Services (VRS)

VRS: Focus Value Realization Services tm Maximizing the benefits of IP-related investments. Generating Net income from new revenue opportunities. Understanding, controlling and managing risks, for exploiting IP more effectively. Optimizing the valuation & the value realization of IP, in line with financing or exit strategies.

VRS: Opportunity Selection of projects for product development. Choice between moving products to the market yourself or letting a third-party doing it (licensing). Financing and other important corporate events such as M&A, spin-offs, etc. Introduction of new products. Introduction of products in new countries. Set-up of production facilities in developing countries. An integrated range of professional services that can bring significant value at critical phases of the business cycle: Value Realization Services tm

VRS, an Holistic Approach in 3 Phases Phase 1: Evaluation of feasibility IP Valuation: assessment of the economic value of products, technologies for when IP rights have been reserved. Valuation of the pertinence of leveraging or maintaining patents and trademarks portfolios. * Non-infringement and enforceability opinions for European and US patents. * Preliminary study of target markets. Risk assessment and identifications of barriers to entry. Value Realization Services tm * Services provided in collaboration with Moetteli & Associés Sàrl (Geneva, St-Galen) for US patents and Racheli & C. SpA (Milan) for European patents and trademark.

Phase 2: Planning Design and documentation of applicable business models. Evaluation of comparable transactions. Building of financial models (NPV, IRR, etc) and probability-weighted scenarios. Review of tax treatment (applicable to transnational transactions and payments). Identification of target licensees/partners/customers Preparation of action plans VRS, an Holistic Approach in 3 Phases Value Realization Services tm

Phase 3: Implementation Presentation of target licensees/partners/customers. Identification and Protection of confidential information, know-how and trade-secrets. Negotiation and Preparation of contractual arrangements (license, sales, joint-ventures, technology transfers, etc). Follow-up, management and audits (compliance with agreements, extensions, renewals, co- developments, royalty payments). VRS, an Holistic Approach in 3 Phases Value Realization Services tm

Client commits to high entry fees and expensive counselling Client purchases knowledge (receives a report) Priority is on operating impact and market positioning No or little implementation Clients bears all the risks Consultants bear no responsibilities Fees match results according to action plans; commitments are limited to the next milestone Client can « purchase » customers (receiving money, market knowledge) Priority is on realising Net income Covers implementation Market risks can be transferred to licensees and other local partners IP-related risks are controlled Low fixed cost Predictable levels of income Typical strategie consulting - vs - VRS Value Realization Services tm

VRS for VC’s and Private Equity Funds i) Before investment, during due diligence - to be "investment ready" before the next investment round. - to gain an organic view of all issues relevant to the value realization of IP, before M&A, J-V or the closing of important licenses or sales. - Search, planning and implemention of alternative revenue models for exploiting IP and facilitating exits or re-investment. iii) And for non-performing investments ii) After investment, helping portfolio’s companies… - Economic valuation of IP, technologies, products, business models and license agreements. - Opinions on non-infrigement and/or enforceability of patents and trademarks. Value Realization Services tm

VRS : Typical intervention No 1 Client: Manufacturer of high-end building materials, 20M EUR in sales. Challenge: Needs external financing to extend product lines and grow exports. Does not want to dilute family’s ownership. Unsufficient tangible assets to secure adequate banking financing. VRS Solution: Documenting and validating the existence of substantial intangible assets to be used as collateral, and identifying alternative/additional revenue sources that may be accessible from licensing. Value Realization Services tm

VRS : Typical intervention No 1 Assignment: i) Review manufacturing processes to identify all potentially patentable inventions and business methods within the company; ii) Prepare new patent applications (priority filing) and assess the commercial value of the patents and trade marks porfolio (banks typically recognize 33% of such value as collateral); iii) Identify non-IP subject matter such as know-how to be treated as valuable trade and industrial secrets; iv) Identify potential licensees for patents and know- how related to non-core business and negotiate a first license deal (banks typically recognize % of all future licensing income). Duration: 8-12 weeks Value Realization Services tm

VRS : Typical intervention No 2 Client: Multinational company / consumer products, 1.5 billion in sales. Challenge: Concentrating activities on its top 5 brands. Wishes to lower IP expenses related to a considerable porfolios of patents and trademarks. Some IP rights are older, not-exploited or related to non-core business. VRS Solution: Realize scale economy by abandoning non- enforceable or obsolete patents. Generate new income by licensing valuable IP rights (and products if any), independently or as bundles. Value Realization Services tm

VRS : Typical intervention No 2 Assignment: i) Identify and map patents and trademark rights into categories such as i) core assets, ii) non-core activities and iii) obsolete (technologically); ii) Assess the economic value of IP rights related to non- core activities; iii) Establish the added-value of bundling IP rights together in a licensing scenario; iv) Design license models and target royalty rates for each bundle; v)Assist company managers to identify and interest potential licensees. Duration: 6-12 weeks Value Realization Services tm

VRS : Typical intervention No 3 Client: Engineering / industrial design company, 5M EUR in sales. Challenge: Have developed and prototyped 5 product concepts. Limited resources allow only 1 product to be further developed. No licensing experience. Finds too risky to fully develop products alone. VRS Solution: Select the 1 or 2 most promising concepts and interest possible licensees as early as possible in the development process. Value Realization Services tm

VRS : Typical intervention No 3 Assignment:- If not yet performed, prepare patentability searches and new patent applications (priority filing); i) Assess the commercial value of each products and of their underlying patents; ii) Map the barriers to entry, comparative advantages, business models and industry structure; iii) Classify product(s) within a Market potential vs. Risks/costs/delays grid; iv) Document the «winning» product(s) for the purpose of interesting potential licensees; v)Identify and interest potential licensees. Duration (steps i, ii, iii, iv): 2-4 weeks Value Realization Services tm

VRS : Typical intervention No 4 Client: Manufacturer of high-end building materials, 200M EUR in sales. Challenge: Due to competitive pressure, wishes to localize the majority of its production capacities to Asia. Wishes to sell in the booming Chinese market. VRS Solution: Design a scenario of implentation that will minimise financial, organizational and structural risks while maximizing the protection of IP, trade secrets and know-how. Value Realization Services tm

VRS : Typical intervention No 4 Assignment: i) Review and evaluate all IP rights, know-how, manufacturing processes and trade secrets within a Value/importance vs. Ease/risk of copy grid; ii) When possible and if not already done, file patent and trademark applications in relevant Asian countries iii) Assist the company in defining a production scenario where all valuable and sensible IP rights and know-how have been extracted and/or secured; iv) Assist the company in navigating through the steps needed to locate, capitalize and staff the Chinese operation. Duration: Min. 4-6 weeks Value Realization Services tm

Sylvain Roy is a Canadian lawyer, entrepreneur and strategy consultant that specializes in IP/Product Valuation and in marketing IP. Mr. Roy offers a wide experience of licensing in general and of operating technologies companies in a transnational environment. His experience in local markets includes China, France, Italy, North-America, Scandinavia, S-E Asia. VRS: Ressources Network The Value Realisation Services are offered in collaboration with a working network of professionals that bring expertise in fields such as macro economic, industry-specific or country research, finance, private equity, tax, etc. Value Realization Services tm

Collaborators: patents and trademarks Racheli & C. SpA (Milan) is a specialized firm in the field of industrial and intellectual property law since Ranked among the top 4 IP firms in Italy, Racheli is servicing an extended clientele in the fashion, design and automotive industries. The firm can leverage 40 professionals, together with a network of over 100 correspondents, notably in China and Japan. Moetteli & Associés SàRL (Geneva, St-Galen), is an intellectual property firm specializing in US patent, trademark and copyright law. Moetteli & Associés is a pioneer in Europe, being among the first intellectual property firms to be established in Europe with its primary focus on US intellectual property law. Value Realization Services tm

Specific prior experiences Industry Experience Construction Gaming Information Technologies Lighting and audio-visual Live Entertainment Logistic Telecom / Wireless Applications and Technologies CAD, visualization software and charting systems (ECS, EDCIS) Communication protocols Control systems and Robotic Optic and micro-optic Multimedia Supply chain management and traceability solutions Telecom applications (SMS, WAP, GPRS, GPS, voice systems) Value Realization Services tm

Please do not hesitate to contact us in regards of your needs for Value Realization Services. We will be pleased to discuss a proposal of services tailored to your specific project. Sylvain Roy Geneva: +41 (0) Montreal: Contact Geneva office: Sylvain Roy Moetteli & Associés Sàrl Avenue de Frontenex 6 Case postale 486 CH-1211 Geneva 12 Switzerland +41 (0) Postal address, Canada: Sylvain Roy, avocat PO Box 443, Station B Montreal QC H3B 3J7 Canada