I/P Engine, Inc. v. AOL, Inc. et al
Filing
211
Declaration re 210 Brief in Support of Jen Ghaussy in Support of Motion to Compel Plaintiff to Produce Documents by Google Inc.. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H, # 9 Exhibit I, # 10 Exhibit J, # 11 Exhibit K, # 12 Exhibit L, # 13 Exhibit M, # 14 Exhibit N, # 15 Exhibit O, # 16 Exhibit P, # 17 Exhibit Q, # 18 Exhibit R, # 19 Exhibit S, # 20 Exhibit T, # 21 Exhibit U)(Noona, Stephen)
EXHIBIT E
www.VringolRcom
Vringo and Innovate/Protect
Announce Merger
EXHIBIT
p
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IRE 0021932
CautIonary Note Regerdng Fcrward-Locldng Statements: Statements in this presentation regarding the proposed transaction between Vringo, Inc. ("Vringo") and Innovate/Protect, Inc.
("Innovate/Protect'); the expected timetable for completing the transaction; the potential value created by the proposed merger for Vringo's and Innovate/Protect's stockholders; the potential
of the combined companies' technology platform; our respective or combined ability to raise capital to fund our combined operations and business plan; the continued listing of Vringo's or the
merged company's securities on the NYSE Amex; market acceptance of Vringo products; our collective ability to protect our intellectual property rights; competition from ether providers and
products; our ability to license and monetize the patents owned by Innovate/Protect, including the outcome of the litigation against online search firms and other companies; the combined
company's management and board of directors; and any other statements about Vringo's or Innovate/Protect's management teams' future expectations, belIefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including
statements containing the words 'believes," "plans," "could," "anticipates," "expects," "estimates," "plans," "should," "target" "will,' "would" and similar expressions) should also be considered
to be forward-looking statements, There are a number of Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking
statements, Including: the risk that Vringo and Innovate/Protect may not be able to complete the proposed transaction; the inability to realize the potential value created by the proposed
merger for Yringo's and Innovate/Protect's stockholders; our respective or combined inability to raise capital to fund our combined operations and business plan; Vringo's or the merged
company's inabilityto maintain the listing of our securities on the NYSE Amex; the potential lack of market acceptance of Vringo's products; our collective inability to protect our intellectual
property rights; potential competition from other providers and products; our Inability to license and monetize the patents owned by Innovate/Protect, Including the outcome of the litigation
against online search firms and other companies; and other risks end uncertainties more fully described in Vringc's Annual Report on Form 10-K for the year ended December 31, 2010 and its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, each as filed with the U.S. Securities and Exchange Commission ("SEC'), as
well as the other filings that Yringo makes with the SEC. Investors and stockholders are also urged to read the risk factors set forth in the proxy statement/prospectus carefully when they
are available, In addition, the statements in this presentation reflect our expectations and beliefs as of the date of this release. We anticipate that subsequent events and developments will
cause our expectations and beliefs to change. However, while we may elect to update these forward-looking statements publicly at some point in the future, we specifically disclaim any
obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representingour views as of any date
after the date of this presentation.
Important Additional lnfonnation Will Be Filed Wth the SEC: This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities of Yringo, or
Innovate/Protect or the solicitation of any vote or approval. In connection with the proposed transaction, Vringo will file with the SEC a Registration Statement on Form 5-4 containing a proxy
statement/prospectus. The proxy statement/prospectus will contain important information about Vringo, Innovate/Protect, the transaction and related matters. Vringo will mail or otherwise
deliver the proxy statement/prospectus to its stockholders and the stockhoiders of Innovate/Protect when it becomes available, investors and security holders of Vringo and Innovate/Protect
are urged to read carefully the proxy statement/prospectus relating to the merger (including any amendments or supplements thereto) in its entirety when it is available, because it will
contain Important information about the proposed transaction.
investors and security holders of Vringo will be able to obtain free copies of the proxy statement/prospectus for the proposed merger (when It is available) and other documents flied with the
.sec.gov. In addition, investors and security holders of Vringo and Innovate/Protect will be able to obtain free copIes of the
SEC by Vringo through the website maintained by the SEC at
proxy statement/prospectus for the proposed merger (when it is available) by contacting Vringo, Inc., Attn.: Cliff Weinstein, VP Corporate Development, at 44 W. 28th Street, New York, New
York 10001, or by e-mail at cliff@vringo.com. Investors and security holders of Innovate/Protect will also be able to obtain free copies of the proxy statement/prospectus for the merger by
contacting Innovate/Protect, Attn.: Chief Operating Officer, 380 Madison Avenue, 22nd Floor; New York, NY 10017, or by e-maIl at lnfo@innovateprotect.com.
Vringo and Innovate/Protect, and their respective directors and certain of their executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions
contemplated by the agreement between Yringo and innovate/Protect, information regarding Vjingo's directors and executive officers is contained in Vringo's Annual Report on Form 10-K for
the fiscal year ended December 31, 2010, which was filed with the SEC on March 31, 2011, and in its proxy statement prepared In connection with Its 2011 Annual MeetIng of Stockholders,
which was filed with the SEC on May 25, 2011. information regarding Innovate/Protect's directors and officers and a more complete description of the interests of Vringo's directors and
officers in the proposed transaction will be available in the proxy statement/prospectus that will be filed by Vringo with the SEC in connection with the proposed transaction.
S
S.
IRE 002 1933
I Merger at intersection of two high profile technology sectors:
Mobile Social + Patents
S.
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I Innovation Platform + 2 proven technology pioneers
I Foundational patents covering internet search and advertising +
mobile advertising and video sharing
I I/P Engine vs. Google, AOL, Gannett, IAC & Target
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Proven litigation team
I Jury trial scheduled for October 16th, 2012
I Unprecedented case provides significant potential upside in near term
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IPE 0021934
Global distribution platform for mobile social applications and services.
Over I billion mobile interactions per year take place on Vringo's rapidly growing applications and services.
Reality
TV App
Star Academy
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IPE 002193
Valuable Patent Portfolio with 20+ Patent Applications Filed and 3 Issued
Qt 201± PRES&RELEAE
:
1. Mobile
Video Sharing
A
Technology relatingto mobile
video sharing on newer
smartphone handsets
Carrier Partnerships
7,87 7,746
Technology for displaying a
mobile advertising clip and
enablingthe user to initiate a call
with one click to the advertiser.
Ability to personalize app
installation files for specific
individual users
Content Providers
Handsets
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Connectn People
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Today's merger
announcement
reflects an extremely
strong strategic
move in this direction
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.tø IP portfolio
r?iwith nèwPãtëntsiJ
Advertising
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:-"Vringo expeèts
3. Advertising
12/186.592
Click to Call
2. Application
Installation
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IPE 0021936
INNOVATE / PROTECT
The Innovate/Protect Inc. ("I/P") flagship patent portfolio was acquired from Lycos, Inc.
I The patented technology covers the ranking of search results and the placement of search advertising results
j
I/P Engine (a wholly owned subsidiary of l/P) is in litigation to protect its patents
I Markman hearing scheduled for June 4, 2012
I Trial scheduled for October 16, 2012
The VP Team
Andrew K. Lang & Donald Kosak
Donald E. Stout
David L. Cohen
I Former CTOs of Lycos
I Co-Founder of NTP, Inc.
I FormerSenior Litigation Counsel at Nokia
I Inventors of I/P Patents and
I Licensed NIP's technology to
Research in Motion (RIM) for $6i2.5mm
I Managed successful world-wide litigation
against Apple
Mobile Technology
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IPE 0021937
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"I am excited at the prospect of developing new mobile applications for distribution across Vringo's platform!' - Andrew K. Lang
Vringo
INNOVATE/ PROTECT
Litigation Experience
Licensing Expertise
Foundational IP Portfolio
IP Portfolio of 20+ Patents/Applications
Acquisition Pipeline
Listed on NYSE AMEX
Innovative Mobile Social Platform
Mobile Products and Distribution
Creative Technology Leadership
Andrew K. Lang & Don Kosak
Led by Josh Wolff & Andrew Perlman
Former Cbs of Lycos
Established carrier partnerships
Inventors of I/P patents
Multi-product portfolio
Proven track record of innovation
Cross-hardware handset support
Sold WiseWire to Lycos
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IPE 0021938
Andrew Penman
Chief Executive Officer & Director
I Former Head of Digital, Classic Media
I Former VP of Global Digital Business Development, EMI Music
I George Washington University, B.A.
Andrew K. Lang
Chief Technology Officer,
President & Director
I Former CEO, Lightspace
Former CTO, Lycos
I Duke University, B.S. (4); Carnegie Mellon University, MS.
Alexander R. Bergen
Chief Operating Officer,
Secretary & Director
Former VP, Hudson Bay Capital
I Former Aide, The White House
I George Washington University, B.A.
Special Counsel
I
Former Senior Litigation Counsel, Nokia
I
David L. Cohen
Former Attorney, Skadden; and Lerner David
I Johns Hopkins University, B.A., MA.; Cambridge, M.Phil.; University College,
London, MA.; Northwestern University, J.D.
Clifford Weinstein
Chief Communications Officer
Former Partner, Maxim Group
Fordham University, B.A.
Ellen Cohl, CPA, MBA
Former VP Finance, Virtual Communities (NASDAQ VCIX)
Chief Financial Officer &
Treasurer
-I
I Former Auditor, Deloitte & Touche LLP
New York University, B.S.; Baruch College CUNY, MBA
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IRE 0021939
I
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Chairman
Seth M. Siegel
Director and Chair,
Compensation Committee
John Engelman
Co-Founder, The Beanstalk Group
Co-Founder and Partner, Sixpoint Partners
Cornell University, B.S.; Cornell Law School, J.D.
I Founder& CEO, Classic Media
I Former CEO, Broadway Video
I Harvard College, B.A.; Harvard Law School, J.D.
Director and Chair,
Audit Committee
H. Van Sinclair
I President & CEO, The RU Companies
Former Acting President, Charlotte Bobcats
I Former Partner-in-Charge of Litigation, Arent Fox PLLC
I University of Rochester, B.A., M.B.A.
I George Washington University, J.D.
Director and Chair,
IP Committee
Donald E. Stout
I
Co-founder, NTP Inc.
Partner, Antonelli Terry Stout & Kraus LLP
Former patent examiner, USPTO
I Pennsylvania State University, B.S.; George Washington University, J.D.
Andrew Perlman
Chief Executive Officer & Director
Andrew K. Lang
Chief Technology Officer, President & Director
Alexander R. Berger
Chief Operating Officer, Secretary & Director
:..
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IPE 0021940
Licensing & Acquisition Potential
New intellectual property will be aggregated through acquisition, and Internal development under I/P Labs subsidiary.
I World class licensing team will seek monetization for new assets.
I As Special Counsel, David L. Cohen brings deep experience in strategic patent analysis, acquisition, and monetization.
I Further lIcensing of applications and services, building on success with ZTE and Nokia.
Licensing & Acquisition Experience
I Seth Siegel: As head of Beanstalk, represented AT&T, Harley-Davidson, Microsoft, Apple, JEEP and Ford Motor Company, among many
others, in trademark licensing.
I John Engelman: As co-founder of Classic Media, acquired over 200 properties and 9,000 episodes of television and film; company
acquired for $210 Million.
I Andrew Perlman: At EM! Music Group and Classic Media, managed licensing deals with Apple, AT&T, Voutube, Verizon, ZTE, Nokia, Disney.
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Innovate/Protect's Flagship Litigation
I On September 15, 2011, I/P Engine filed a
patent infringement lawsuit against five companies,
including Google and AOL, in the Eastern
District of Virginia
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I The lawsuit alleges infringement of patents
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I The patented technology covers the ranking of
search results and the placement of advertisements
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revenue"
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IPE 0021942
I/P Engine's Patents, acquired from
Lycos, cover the combination of:
One example of Google's use of the
patented keyword relevance technology
I An advertisement's content relevance
to a search query
Quality Score is a measure of how relevant
a keyword is to ad text and to what a user is
searching for. The Quality Score for Google
Hal Varian, Google's Chief
Economist, Explains Search
Advertising With Google: 'What is
I click-through rates from prior users
[includes]:
Quality Score?"
relative to that advertisement
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The relevance of the keyword and the
matched ad to the search query;
I The historical click through rate (CTR)
of the keyword and the matched ad on
the Google domain
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Google's Chief Economist
explains the technology
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Varian stated that Google's "primary
source of revenue" comes from
selling advertisements that are
related to the search queries
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IPE. 0021943
I/P Engine is seeking a reasonable royalty from each defendant for:
Past Damages Period: Six Years Prior to Filing Complaint
A reasonable royalty award is typically determined by multiplying:
The infringer's total sales
of the infringing product (normally the
portion attributable to the invention)
x
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WE 0021944
Search engines generate billions of dollars of revenue because of its search advertising.
I/P Engine's damages expert will opine on the portion of that revenue attributable to the use of the invention in the United
States. I/P Engine believes that the patented invention is a central part of search advertising revenue. One may include the
following considerations in that analysis:
J When a user enters a search query on search engines, two searches are run:
(i) an organic search to generate organic search results, and (ii) a search of the ad
system to generate advertisements. Results to both of these searches are positioned
on websites based on their determined "rank."
Search engines seek to place high quality advertisements in the best positions
because placements are critical to causing users to click on the ads, which generates
revenues. High quality advertisement ranking attracts advertisers, pleases end users,
and therefore produces search advertising revenues.
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I Google's search advertising system, for example, filters advertisements by using
"Quality Score," which is a combination of an advertisement's content relevance to a
search query (e.g., the relevance of the keyword and the matched advertisementto the
search query), and click-through rates from prior users relative to that advertisement
(e.g., the historical click-through rate of the keyword and matched advertisement).
I The complaint alleges that, after adopting the patented techno]ogy, Google's market
share and advertising revenue significantly grew and considerably outpaced those of
other pay per click advertising providers.
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IPE 002 194
I/Ps Proven Litigation Team
Headlines
Donald E. Stout
Director & Chair,
Intellectual Property Committee
Result
I NIP Rattles BlackBerry Users With 'Unthinkable' Shutdown Threat
(Bloomberg, 12/15/2005)
Settlement Reached in BlackBerry Patent Case
(Associated Press/MSNBC,
David L. Cohen
Special Counsel
$7i5mm
6/14/2011)
I Apple to Pay Nokia Big Settlement Plus Royalties in Patent Dispute
(The Guardian,
Dickstein Shapiro LLP
I/P Utigation Counsel
licensing
settlement
3/3/2006)
I Nokia, Apple Settle Patent Litigation
(Forbes,
$812.5mm
settlement plus
ongoing royalties*
6/14/2011)
I J.&J. Unit Is Told to Pay $482 Million to New Jersey Doctor in Patent Case
(The New York Times, 1/28/2011)
$900mm+
in jury awards
j Boston Scientific Loses $431 Million Verdict on Stent
(Bloomberg, 2/12/2008)
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* Estimated, June 15, 2011, Alliance Bernstein analyst Pierre Ferragu
IPE 0021946
SEP15:
Complaint
FEB 15:
JULY:
OCT 16:
Scheduling
order issued
riled
JUN 4:
Markman
hearing
Anticipated
Markman
ruling
Trial
aa
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
2011
2011
2011
2011
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
NOV14: Answers filed
DEC: Document
discovery began
NOV 4: Joint stipuiationl
APR 12: Opening claim
construction briefs
MAY 3: Reply claim construction briefs
JUL 18: Initial
expert reports
AUG 18: Responsive
expert reports
SEP: Pre-trial
and summary
judgment
motions
SEP 4: End of
MAY 17: Joint submission
AUG 31: Rebuttal reports
fact discovery
I We expect the defendants will make several attempts to avoid trial.
I The case is on the "Rocket Docket" in the Eastern District of Virginia.
I Duringthe Markman process, the court will interpret the patent claims to establish the boundary markings of the claimed technologies.
I Each claim comprises a set of limitations: specific terms or phrases that define the technology covered by the claim.
I The partieswill applythe claim constructionwhen presentingthe casetothejury.
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IRE 0021947
i4i v. Microsoft (2003)
Internet Browser Technology
t i4i sued for infringement on a patent covering a method of editing documents containing markup languages such as XML.
i4i accused certain versions of Microsoft Word containing a custom XML editor.
I The jury awarded $240,000,000 and the Federal Circuit declined to dismiss i4i's damages expert's opinion and upheld the verdict.
Eolas v. Microsoft (2009)
Electronic Document Manipulation Technology
Eolas sued for infringement on a patent covering technology for the creation of a browser system allowing for the embedding
of small interactive programs such as plug-ins, applets or ActiveZ controls, into online documents.
I Thejury award Eolas $521,000,000 and Microsoft, unable to get the Federal Circuit to overturn the judgment, later settled with
Eolas for an undisclosed amount.
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IPE 0021948
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NYSE AMEX: VHC
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--
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-
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$24.67
813,742
-
$1.25b
4G/LTE
netX
OTC BB: AUGT
Mobile Patents
$2.09
18±,846
$197mm
Nasdaq: C!GX
Tobacco Related
Patents
$4.00
2,311,689
$525mm
NYSE AMEX: VRNG
Search and
Advertising Patents
$1.65
1,278,659
$86mm*
1+ TECHNOLOGIES
AUGME
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\/ringo
Based on the number of shares of Common Stock issuable upon closing of the Merger.
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IRE 0021949
Investors
Media
Website
Cliff Weinstein
Nlicheline Tang/Mark Semer
www.VringolP.com
Vringo, Inc.
Kekst and Company
(646) 794-4226
(212) 5214800
cliff@vringo.com
mitheline-tang@kekst.com
mark-semer@kekst.com
Caroline L. Plan
The Hodges Partnership
(804) 788-1414 (o)
(804) 317-9061 (m)
cplatt@hodgespart.com
www.VringolPcom.
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IPE 0021950
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