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DESCRIPTION OF THE ASSIGNMENT
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IncreMental Advantage, LLC has been retained by V TT Technical Research Centre of Finland Ltd.
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(“VTT”) to provide a valuation of VTT’s MEMS Reso nator Patent Portfolio. The reason for commissioning
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this Patent Valuation Report is to determine the Fair Market Value of the afore-referenced patent portfolio.
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The primary, immediate-term, purpose of this Pat ent Valuation Report is to determine an arms-length
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price that a willing buyer would pay a willing seller to acquire—or cumulative value that unaffiliated
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licensees would pay to license—the afore-referenced patent portfolio. This Patent Valuation Report may
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also be used in the context of negotiating a spin-off of the afore-referenced patent portfolio from VTT.
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STANDARDS OF VALUATION
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As illustrated below, there are a multitude of Standards of Value, each of which applies to specific
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situations.
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Hierarchy of Standards of Valuation
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In view of VTT being receptive to considering offers from unaffiliated parties to acquire or license the
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subject patent portfolio, Fair Market Value is the appropriate Standard of Valuation. However, it is
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important to realize that Fair Ma rket Valuations are almost always lower than Investment Valuations.
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Thus, any Investment Value that an interested party may anticipate achieving in terms of (inter alia)
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realizing synergies resulting from obtaining rights to the subject patent portfolio is not specifically
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addressed in this Patent Valuation Report.
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As the scope of this patent valuation was limited to determining the value of VTT’s MEMS Resonator
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Patent Portfolio (see the Summary of Subject Patent Portfolio chart on page 7), my analysis did not take
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into account the value of any other tangible or intang ible assets that may be included in a sale, license or Investment
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Value
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Fair Value
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Fair Market Value
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Orderly Liquidation Value
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Forced Liquidation ValueVALUATION OF VTT’S MEMS RESONATOR PATENT PORTFOLIO MAY 24, 2016
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INCREMENTAL ADVANTAGE PAGE 6
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spin-off of the subject patent portfolio. This is an import ant point in light of VTT’s investment in relevant
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research equipment over 15 years. VTT may file several additional patent applications in various
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jurisdictions throughout the world in the near future. (See Exhibit A for a related summary of such
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potential patent filings.) VTT has also demonstrated su ccess in assembling a talented team of inventors
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in connection with its MEMS Resonator research. A dditional intangible assets possessed by VTT that
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could be included in a patent sale, licensing agreement or spin-off but that are not included in this Patent
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Valuation Report could include know-how, negative know -how, research notes and data from some 15
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years of relevant research, industry knowledge, c ontracts, managerial skills and relationships with
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external investigators and other pr ofessionals in the MEMS space.
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DEFINITIONS OF STANDARDS OF VALUE
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Forced Liquidation Value “An opinion of the gross amount, expressed in terms of money, that typically
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could be realized from a properly advertised and c onducted public auction, with the seller being
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compelled to sell with a sense of immediacy on an as-is, where-is basis, as of a specific date.”1
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Orderly Liquidation Value “An opinion of the gross amount, express ed in terms of money, that typically
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could be realized from a liquidation sale, given a reasonable period of time to find a purchaser (or
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purchasers), with the seller being compelled to sell on an as-is, where-is basis, as of a specific date.”2
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Fair Market Value “The price, expressed in terms of cash equivalents, at which property would change
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hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at
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arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and
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when both have reasonable knowledge of the relevant facts.”3
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Fair Value “…the price that would be received to sell an as set or paid to transfer a liability in an orderly
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transaction between market participants in the ma rket which would be the most advantageous for the
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asset or liability.”4 Fair Value can be more easily understood as Fair Market Value before discounts (for
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lack of control and/or lack of marketability).
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Investment Value Investment value is the value of an asset to the owner or a prospective owner for
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individual investment or operational objectives.5
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