Commitments and Contingencies | Note 10—Commitments and Contingencies Legal Proceedings Putative Class Action and Shareholder Derivative Action On November 13, 2015, a putative shareholder class action was filed in the federal district court for the District of New Jersey against Straight Path Communications Inc. (the “Company”), Davidi Jonas, and Jonathan Rand (the “individual defendants”). The case is captioned Zacharia v. Straight Path Communications, Inc. et al. On January 29, 2016, a shareholder derivative action captioned Hofer v. Jonas et al. Zacharia The Company is aware of press reports regarding the filing of additional complaints for putative class actions revolving around the same alleged facts and circumstances as the Zacharia Hofer The Company intends to vigorously defend against all of these claims, and is in the process of evaluating its strategy and potential exposure. Sipnet Appeal On April 11, 2013, Sipnet EU S.R.O. (“Sipnet”), a Czech company, filed a petition for an inter partes During the pendency of the Sipnet Appeal and related IPRs, all litigation related to the relevant patents that was brought by us as plaintiff had been stayed or dismissed without prejudice, and therefore, we did not move forward with civil actions against Samsung Electronics Company et al. (“Samsung”), LG Electronics, Inc. et al. (“LG”), Toshiba Corporation et al. (“Toshiba”), Vizio, Inc. (“Vizio”), Apple Inc. (“Apple”), Avaya Inc. (“Avaya”), Cisco Systems, Inc. (“Cisco”), or Verizon Communications, Inc. (“Verizon Communications”) while the Sipnet Appeal and related IPRs were pending. As discussed in more detail below, Straight Path IP Group has requested that certain of the stays be lifted and has refiled one case and is planning to refile several other cases. Additional IPRs On August 22, 2014, Samsung filed three petitions with the PTAB for IPR of certain claims of the ‘704 Patent and U.S. Patent Nos. 6,009,469 (the “‘469 Patent”) and 6,131,121 (the “‘121 Patent”). On March 6, 2015, the PTAB instituted the requested IPR of these claims based on Samsung’s petitions. On June 15, 2015, Cisco and Avaya joined this instituted IPR. On November 18, 2015, Straight Path IP Group defended these patents at a hearing before the PTAB. The parties filed additional briefing regarding the impact of the CAFC’s decision in the Sipnet Appeal. On March 4, 2016, the PTAB issued a final written decision holding that Samsung failed to show that any claims of the ‘704 and ‘121 Patents were unpatentable. The PTAB also held that Samsung failed to show that the majority of the claims of the ‘469 Patent were unpatentable. On May 5, 2016, Samsung filed a notice of appeal to the Federal Circuit of the PTAB’s decision. On May 6, 2016, Cisco and Avaya also filed a notice of appeal to the Federal Circuit of the PTAB’s decision. On October 31, 2014, LG, Toshiba, Vizio, and Hulu LLC (“Hulu”) (collectively, “Petitioners”) filed three petitions with the PTAB for IPR of certain claims of the ‘704, ‘469, and ‘121 Patents. On May 15, 2015, the PTAB instituted the requested IPR of these claims. On June 15, 2015, Cisco and Avaya filed three related petitions and requested to join the instituted IPRs. Also, on June 15, 2015, Verizon Services Corp. and Verizon Business Network Services Inc. (the “Verizon affiliates”) filed related petitions on the ‘704 and ‘121 Patents and requested to join the instituted IPRs. On November 10, 2015, the PTAB joined Cisco and Avaya in the three LG IPRs. On November 24, 2015, the PTAB joined the Verizon affiliates in the LG IPRs for the ‘704 and ‘469 Patents. The parties filed additional briefing regarding the impact of the CAFC’s decision in the Sipnet Appeal. On February 9, 2016, Straight Path IP Group defended these patents at a hearing before the PTAB. On May 9, 2016, the PTAB issued a final written decision holding that Petitioners failed to show that any claims of the ‘704 Patent were unpatentable. The PTAB also held that Petitioners failed to show that the majority of the claims of the ‘469 and ‘121 Patents were unpatentable. On May 20, 2016, Petitioners filed a notice of appeal to the Federal Circuit of the PTAB’s decision. On September 28, 2015, Cisco, Avaya, and the Verizon affiliates filed a petition for an IPR with the PTAB for all claims of U.S. Patent No. 6,701,365 (the “‘365 Patent”). On January 7, 2016, Straight Path IP Group filed its Preliminary Response. Shortly thereafter, the parties filed additional briefing to address the CAFC’s decision in the Sipnet Appeal. On April 6, 2016, the PTAB denied the petition, finding that the petitioners had not demonstrated a reasonable likelihood that any challenged claim was unpatentable. Patent Enforcement In light of the favorable outcomes in the Sipnet Appeal and in the related IPRs, Straight Path IP Group is re-commencing its patent enforcement efforts. On August 1, 2013, Straight Path IP Group filed complaints in the United States District Court for the Eastern District of Virginia against LG, Toshiba, and Vizio alleging infringement of the ‘704, ‘469, and ‘121 Patents and seeking damages related to such infringement. The actions against LG, Toshiba, and Vizio were consolidated (the “consolidated action”). In October 2014, Hulu intervened in the consolidated action as to Hulu’s streaming functionality in the accused products. In that same month, Amazon.com, Inc. (“Amazon”) moved to intervene, sever, and stay claims related to Amazon’s streaming functionality in the accused products. On October 13, 2014, Amazon filed an action in the United States District Court for the Northern District of California seeking declaratory relief of non-infringement of the ‘704, ‘469, and ‘121 Patents based in part on the allegations related to the consolidated action in Virginia (the “Amazon action”). On December 5, 2014, Straight Path IP Group filed a motion to dismiss Amazon’s complaint, or in the alternative, to transfer venue to the Eastern District of Virginia. On May 28, 2015, the California court transferred the Amazon action to Virginia. In November 2014, Straight Path IP Group, defendants, and Hulu jointly moved to stay the consolidated action pending the completion of the defendants’ and Hulu’s IPR petitions of the asserted patents and a decision in the Sipnet Appeal. On November 4, 2014, the court granted the stay and also held in abeyance the briefing on Amazon’s motion to intervene. The Amazon action has been stayed but not yet consolidated with the consolidated action. On May 23, 2016, the Company filed status reports with the Court in both the consolidated action and the Amazon action requesting that the stay be lifted, and the defendants filed a statement and request for leave to file a motion to continue the stay. On August 23, 2013, Straight Path IP Group filed a complaint in the United States District Court for the Eastern District of Texas against Samsung alleging infringement of the ‘704, ‘469, and ‘121 Patents and seeking damages related to such infringement. In September 2014, Straight Path IP Group and Samsung jointly filed a motion to stay the action. On October 29, 2014, the court granted the motion and stayed the action pending the outcome of the Sipnet Appeal and the IPR petitions filed by Samsung. On May 31, 2016, Straight Path IP Group filed a notice informing the court of the results of the Samsung IPR and the Sipnet Appeal and requesting that the stay be lifted. On June 2, 2016, the defendants filed a notice asserting that the stay should remain pending their appeal of the PTAB’s decision in the Samsung IPR. On September 24, 2014, Straight Path IP Group filed complaints against each of Apple, Avaya, and Cisco in the United States District Court for the Northern District of California. Straight Path IP Group claims that (a) Apple’s telecommunications products, including FaceTime software, infringe four of Straight Path IP Group’s patents (the ‘704, ‘469, and ’121 Patents and U.S. Patent No. 7,149,208); (b) Avaya’s IP telephony, video conference, and telepresence products such as its Aura Platform infringe four of the Straight Path IP Group’s patents (the ‘704, ‘469, ‘121, and ‘365 Patents); and (c) Cisco’s IP telephony, video conference, and telepresence products such as the Unified Communications Solutions infringe four of Straight Path IP Group’s patents (the ‘704, ‘469, ‘121, and ‘365 Patents). On December 24, 2014, Straight Path IP Group dismissed the complaints against Avaya and Cisco without prejudice. On January 5, 2015, Straight Path IP Group dismissed the complaint against Apple without prejudice. On September 26, 2014, Straight Path IP Group filed a complaint against the Verizon affiliates and Verizon Communications in the United States District Court for the Southern District of New York. Straight Path IP Group claims the defendants’ telephony products such as its Advanced Communications Products, including Unified Communications and Collaboration and VOIP infringe three of its patents (the ‘704, ‘469, and ‘365 Patents). On November 24, 2014, Straight Path IP Group dismissed the complaint without prejudice subject to a confidential standstill agreement with the defendants. On June 7, 2016, Straight Path IP Group filed a new complaint in the United States District Court for the Southern District of New York against the original Verizon parties as well as Verizon affiliate Cellco Partnership d/b/a Verizon Wireless, alleging that defendants’ IP telephony products such as FIOS Digital Voice, Unified Communications and Collaboration, Verizon Enterprise Solutions VoIP, Virtual Communications Express, Voice over LTE, and related hardware and software infringe the ‘704, ‘469 and ‘365 Patents. Straight Path IP Group generally pays law firms that represent it in litigation against alleged infringers of its intellectual property rights a percentage of the amounts recovered ranging from 0% to 40% depending on several factors. Other Legal In addition to the foregoing, the Company may from time to time be subject to other legal proceedings that arise in the ordinary course of business. Agreement with Cambridge Broadband Networks Ltd. (“CBNL”) On September 11, 2015, the Company entered into an agreement with CBNL to expedite production of a 39 GHz point-to-multipoint (“PMP”) radio for a fee of $1,000,000. Terms of the agreement include the following: 1. The agreement provides for several milestones for which the Company can receive refunds of all or a portion of the fee paid if such milestones are not reached. 2. In the event that CBNL does not release a PMP radio by March 2017 (the twenty (20) month anniversary of the effective date of the agreement), the relevant portion of the fee will be refunded to the Company. 3. The agreement provides for penalty fees if CBNL does not meet specific delivery dates. 4. In addition, the agreement enables the Company to purchase quantities of the developed equipment on favorable terms. The fee has initially been classified as a prepaid expense in the consolidated balance sheet. Research and development expenses are recognized as the various milestones are met. Two milestones have been reached to date. Research and development expenses recognized under this agreement for the three and nine months ended April 30, 2016 amounted to $400,000 and $700,000, respectively. Prepaid expenses total $300,000 at April 30, 2016. Lease Commitment Effective December 1, 2015, the Company began leasing a laboratory in Plano, Texas. The lease term expires on December 31, 2018 and the average annual rental under the lease is approximately $18,000. Federal Communications Commission (“FCC”) License Renewal Straight Path Spectrum has eight hundred and twenty-eight (828) 39 GHz Economic Area (“EA”) licenses with an expiration date of October 18, 2020. Straight Path Spectrum previously filed substantial service performance filings for its 39 GHz EA licenses. 828 showings have been accepted by the FCC, which resulted in the renewal of the licenses through 2020. In addition, Straight Path Spectrum has 133 local multipoint distribution services (“LMDS”) Basic Trading Area (“BTA”) licenses, including 16 licenses in the 27.5 – 28.35 GHz A1 band (the “LMDS A1 Licenses”). Of these licenses, 14 expire on August 10, 2018, 118 expire on September 21, 2018, and the LMDS A1 License that covers parts of the New York City BTA (the “New York City LMDS A1 License”) was scheduled to expire on February 1, 2016. On April 20, 2016, the FCC granted Straight Path Spectrum’s application to renew its New York City LMDS A1 License for a ten-year period, and thus the New York City LMDS A1 License now expires on February 1, 2026. Substantial service performance filings were filed for the other 132 LMDS BTA licenses, and these showings have been accepted by the FCC, which resulted in the renewal of the licenses through the end of the current period. Other Commitments and Contingencies The Former Chief Executive Officer of Straight Path Spectrum (the “Former SPSI CEO”) is entitled to receive payments from future revenues generated from the leasing, licensing or sale of rights in certain of Straight Path Spectrum’s wireless spectrum licenses. Those payments are to be made out of 50% of the covered revenue and are in a maximum aggregate amount of $3.25 million. The payments arise under the June 2013 settlement of certain claims and disputes with the Former SPSI CEO and parties related to the Former SPSI CEO. Approximately $6,000 and $3,000 was incurred to the Former SPSI CEO for this obligation for the three months ended April 30, 2016 and 2015, respectively, and approximately $36,000 and $11,000 for the nine months ended April 30, 2016 and 2015, respectively. |