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DISSEMINATION IN THE UNITED STATES/
NOTHING CONTAINED HEREIN CONSTITUTES AN OFFERING OF SECURITIES OF THE
CORPORATION IN THE UNITED STATES
MIRABEL, QC, Feb. 6 /CNW Telbec/ - Kangaroo Media Inc. ("Kangaroo")
announced today that it has signed a term sheet (the "Agreement") with Front
Row Technologies, LLC ("Front Row") to end the complaint filed in the United
States District Court for the Eastern District of Texas, Tyler Division on
September 29, 2008 (the "Complaint") by Front Row against Kangaroo and other
defendants, alleging infringement of Front Row's United States Patents
7,149,549 and 7,376,388. Under this Agreement, Kangaroo and Front Row will
each transfer and aggregate their respective patent portfolios relative to the
field of handheld/mobile sports video and/or data distribution and display
systems into a newly-formed company ("Newco") of which Front Row and its
associates will be the sole shareholders. Newco will be responsible for the
maintenance of existing patents, filing of new patent applications and
enforcement of the aggregated patent portfolio for the benefit of Front Row
and Kangaroo. Kangaroo will have the right to appoint one of the three
directors of Newco.
Currently, Front Row's patent portfolio includes two issued patents in
the United States and eight pending applications filed in the United States.
Kangaroo's patent portfolio includes fourteen pending applications filed in
the United States, three pending applications filed in Canada, one patent
application filed in Australia, two patent applications filed in the People's
Republic of China, two patent applications filed under the European Patent
Convention and one patent application filed in Japan. Newco will fund all new
patent application prosecution and patent maintenance fees worldwide and any
proceeds resulting from the enforcement of the aggregated patent portfolio
will be shared by Kangaroo and Front Row. Newco shall grant Kangaroo a
worldwide, royalty-free, non exclusive, assignable licence for all its
aggregated patent portfolio.
As well, under the terms of the Agreement, Newco will be granted an
option to purchase 19.9% of the issued and outstanding common shares of
Kangaroo for US$400,000 exercisable on December 31, 2012.
The Agreement contemplates that for a period of four years starting
February 14, 2009, Front Row and its associates shall, subject to certain
conditions, defend Kangaroo at no cost except for out-of-pocket expenses, from
any lawsuits filed against it based on intellectual property infringement. In
addition this Agreement shall enable Kangaroo to immediately benefit from
increased intellectual property protection and will facilitate injunctive
remedies and damages in situations where a competitor would infringe the
aggregated patent portfolio.
It is contemplated that on or about February 14, 2009, upon the signing
of a formal agreement, Front Row shall dismiss without prejudice its Complaint
against Kangaroo and all other defendants. The Agreement also provides that
Front Row reserves the right to initiate a new complaint against Kangaroo
should regulatory approval and shareholder approval, if required, are not
obtained by July 15, 2009.
"This innovative agreement allows Kangaroo to settle the Front Row
Complaint on a cashless basis and provides the company with a stronger and
broader intellectual property position in the market. Going forward, Kangaroo
will benefit from the Agreement and will focus on commercializing its
technologies and leveraging its properties while Newco and Front Row will
provide a strong IP arm to face emerging competition and market challenges,"
said Robert Mimeault, President & CEO of Kangaroo.
The Agreement is subject to normal and customary commercial terms and
conditions including reasonable guarantees, performance, breach and
termination provisions. The Agreement is also subject to regulatory approvals,
including that of the TSX Venture Exchange.
About Kangaroo Media Inc.
Kangaroo Media Inc. develops, manufactures, commercializes, sells and
rents hand-held wireless audiovisual multi-functional entertainment systems
that allow users to enhance their on-site viewing experience of sporting
events. Kangaroo Media's unique technology delivers real-time video, audio and
data content to each fan's hand-held Kangaroo TV device. It gives fans the
ability to create their own live-action sporting event on-site. Kangaroo
Media, headquartered near Montreal, Canada, is listed on the TSX Venture
Exchange under the symbol "KTV". For more information, visit www.kangaroo.tv.
This news release contains forward-looking information. These statements
relate to future events or future performance and reflect management's current
expectations and assumptions. Such forward-looking statements reflect
management's current beliefs and are based on information currently available
to management of Kangaroo. A number of factors such as the benefit of the
Agreement, the leveraging of the intellectual property it creates and the
increased intellectual property protection it provides could cause actual
events, performance or results to differ materially from the events,
performance and results discussed in the forward-looking statements. These
forward-looking statements are made as of the date hereof and unless required
by law Kangaroo does not assume any obligation to update or revise them to
reflect new events or circumstances.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Rick Clements, Chief Financial Officer, (450)