THE WELCH COMPANY
440 Davis Court #1602
San Francisco, CA 94111-2496
415 781 5700
August 22, 2002
03 00050 61 02082202
Mr. Morris E. Jones
Business Unit Manager
morris.jones@intel.com
Cable Network Operation
Intel Corporation
350 East Plumeria; Mail Stop CHP3-105
San Jose, CA 95124
..
Subject:
Microsoft to Reveal Code for Windows
Ownership of SDS
Dear Morris,
Assume you are back from vacation, and hope all is well. Sent you a
letter
on August 13, but have not received a response. Perhaps you have been busy
getting caught up from things that accumulate during vacation.
.. Two issues are pending...
On August 13, 2002
Gary Johnson
said he is ready to begin using SDS as
soon as we can make that happen...
..
Accordingly, the letter to you on August 13 asks about
IP issues first
raised
in connection with Gary on July 23, 2002, and saying
generally....
.. Can we come up with an agreement to protect IP by granting Gary
some ownership in SDS. I want to structure an agreement based on Gary
producing deliverables that contribute toward a commercial product, for
example an SRS, and I want to create contractual terms that vest him
with entitlements as well as prevent selling or otherwise giving over
the SDS design to others.
Initially, I am thinking of 10% ownership for Gary.
.. As I have mentioned previously, for similar potential deals that never
materialized, I have represented that you are 25% vested in SDS and I
have 75%. Giving Gary 10% would change this to 20% and 70%.
I would like input from you so that going forward we are in sync on
these issues, unless you have decided to withdraw entirely from the SDS
effort.
.. For example, we are contemplating vesting Gary with ownership interest
in SDS in exchange for contributing to product development and perhaps
some business promotion at Boeing and other contacts he may be able to
devleop. This step has been done often in the industry, so I am
wondering if you can suggest some common terms for this sort of
arrangement which fit our particular situation, based on your experience
as a founder with start-up on Chips and Technologies?
..
The second issue concerns an announcement by Microsoft on August
5, that some
Windows code will be released
to the public. You have
previously mentioned being a Windows developer.
Has the code been released?
.. Have you reviewed it, and is there anything in this release that
might assist with accomplishing an interim solution for the memory
issue we have been discussing, per
your letter to Microsoft on June 13?
If the code has been released and you find nothing to assist, do any new
ideas emerge from what was released that might suggest further questions
to Microsoft based on this new policy to release some of the code?
.. Can you let me know on this stuff. Would like to get back to Gary. I sent you
a copy of a letter to Gary today, commenting on recent efforts he has made to
help make SDS records on the Internet more compliant with HTML standards. This
is the kind of support would like to expand.