Upon further general inquiry on behalf of Optomagic, you learn the following facts in addition to those set forth in Question 3. First, Varoom has a patent law and a trademark-registration law and is a signatory of the Paris and Madrid Conventions, but it has no copyright law. Second, Varoomian law provides that licenses of foreign technology cannot (1) unreasonably restrict the geographic market for such exports, (2) require that the Varoomian party purchase components or raw materials from the foreign party, or (3) restrict use of the technology by the Varoomian licensee beyond a term of ten years without approval from the supervising ministry (which in this case is the Ministry of Health).

What other information do you need to determine how best to protect Optomagic’s intellectual property rights in the proposed venture? Based on what you do know, what steps should be taken to maximize the protection of Optomagic’s intellectual property rights? What U.S. laws will apply to the contribution, licensing, or other transfer of optomagic gizmo components by Optomagic to the joint venture? What license and joint venture contract terms are important to obtain?

Varoom Medical is prepared to invest 950 million baninis (U.S. $1 = 1,000 baninis) over the first five years of the project. Its commitment will be backed by a standby letter of credit to be issued by the National People’s Bank of Varoom, a state-owned bank. What more do you need to know about the proposed capital contribution to be made by Varoom Medical and the standby letter of credit from the bank? Would you impose any additional conditions or requirements on the proposed contribution and the letter of credit? What do you suggest that Optomagic contribute as its share of capital to the proposed joint venture? What factors do you need to consider to make that decision?