Afternoon Session: Intellectual Property Licensing Agreements and Bankruptcy

1. Corporate Bankruptcy 101 & Select Bankruptcy Issues Morris S. Bauer, Esq. Andrew Stein Larry K. Lesnik, Esq. The material provided herein is for informational purposes only and is not intended as legal advice or counsel.

3. LOOK OUT! Bankruptcy Filings On The Rise

4. The Economic Indicators Unemployment, Interest Rates, Housing Market (Foreclosures), Stock Market, Consumer Spending,Bad Credit-Card Debt

19. Representation of Creditors

27. BANKRUPTCY CLAIM TRADING Andrew Stein General Attorney, AT&T

28. Bankruptcy claims are like junk in the attic. Which makes more financial sense – donating what you have to charity for a tax deduction, or trying year after year to sell it for pennies on the dollar at a garage sale?

29. REMEMBER! You may not write off an account automatically just because your customer has entered bankruptcy. For claims that are more than de minimus , the IRS requires objective evidence of worthlessness to support a full or partial write-off. In a bankruptcy, such objective evidence is usually not available early on.

30. IN A BANKRUPTCY CLAIM SALE, THE BUYER AND SELLER BOTH STAND TO WIN THE BUYER gets an opportunity to realize a healthy return on a cash investment. THE SELLER gets instant cash and an accelerated tax benefit that the IRS is not likely to challenge.

31. SELL OR HOLD?

32. $500,000 claim 14% cost of capital 40% effective tax rate No objective evidence of worthlessness until the final year of the bankruptcy ASSUMPTIONS

33. Sell for 2% in 2009? $206,000 Hold for 20% recovery in 2011? $200,000 Sell for 20% in 2009? $260,000 Hold for 60% recovery in 2012? $256,000 Sell for 1% in 2009? $203,000 Hold for 10% recovery in 2010? $202,000

34. Sell for 2% in 2009? $206,000 Hold for 20% recovery in 2011? $200,000 Sell for 20% in 2009? $260,000 Hold for 60% recovery in 2012? $256,000 Sell for 1% in 2009? $203,000 Hold for 10% recovery in 2010? $202,000

35. Sell for 2% in 2009? $206,000 Hold for 20% recovery in 2011? $200,000 Sell for 20% in 2009? $260,000 Hold for 60% recovery in 2012? $256,000 Sell for 1% in 2009? $203,000 Hold for 10% recovery in 2010? $202,000

36. Sell for 2% in 2009? $206,000 Hold for 20% recovery in 2011? $200,000 Sell for 20% in 2009? $260,000 Hold for 60% recovery in 2012? $256,000 Sell for 1% in 2009? $203,000 Hold for 10% recovery in 2010? $202,000

37. SELLER Assumes risk that claim is valid BUYER Assumes risk of percentage payout CONTRACT

52. Sale of Assets in a Chapter 11 Case

56. Plan of Reorganization and Disclosure Statement Process

64. Questions and Answers

65. Lunch Break 12:00 pm – 1:00 pm

66. Ilana Volkov, Esq. Melissa A. Peña, Esq. James N. Lawlor, Esq. Joseph Aronds, Esq. Corporate Bankruptcy 101 & Select Bankruptcy Issues The material provided herein is for informational purposes only and is not intended as legal advice or counsel.

67. Key Considerations For Landlords When Faced With Commercial Tenant’s Bankruptcy Presentation to New Jersey Corporate Counsel Association March 24, 2009 Ilana Volkov, Esq. [email_address] (201) 525-6269

86. Intellectual Property Licensing Agreements and Bankruptcy

116. Materials prepared by James N. Lawlor Partner, Wollmuth Maher & Deutsch One Gateway Center, Ninth Floor Newark, NJ 07102 - and - 500 Fifth Avenue New York, NY 10110 Email: jlawlor@wmd-law.com Phone: 973-733-9200 www.wmd-law.com All Rights Reserved PRE- AND POST- BANKRUPTCY RIGHTS OF CREDITORS

131. Questions and Answers Thank you for coming!