EXHIBIT 2097
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`EXHIBIT 2097EXHIBIT 2097
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`THIS INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
`effective this, by and between REAL D, with its principal place of business at 100 North
`Crescent Drive, Suite 120, Beverly Hills, CA 90210, and Creative Display Systems (CDS), LLC,
`5909 Sea Lion Pl., Suite A, Carlsbad, CA 92010.
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`WHEREAS, REAL D is developing stereoscopic technology and intends to retain to
`assist in technical development, in consideration of the mutual covenants contained herein and
`other good and valuable consideration, the receipt and sufficiency of which are hereby
`acknowledged, the parties hereto agree as follows:
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`INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
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`SECTION 1
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`SCOPE OF SERVICES
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`Conduct of Service. CDS shall perform the Services in a workmanlike and
`1.1
`professional manner. During the term of this Agreement, shall report to Lenny Lipton.
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`Place of Work. CDS shall perform the work for Real D where such projects or
`1.2
`tasks may be most conveniently undertaken in Carlsbad or Beverly Hills.
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`Term. The term of this Agreement shall commence on the effective date given
`2.1
`on the signature page and shall continue until deliverables are completed.
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`SECTION 2
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`TERM
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`SECTION 3
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`CONFIDENTIALITY
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`The confidentiality provisions set out separately in the separately signed
`NDA (Appendix 2) and shall continue for the term of that agreement.
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`SECTION 3
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`FEES, EXPENSES, AND PAYMENT
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`3.1
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`Fees. Real D shall pay CDS a total of $15,000 with half on signing and half on
`3.1
`approved completion.
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`SECTION 4
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`REALD INC.
`Exhibit 2097-1
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`

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`RIGHTS IN WORK PRODUCT
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`3.1 Ownership of Work Product. All Work Product (defined below) shall be
`considered work(s) made by for hire for Real D and shall belong exclusively to Real D. If by
`operation of law any of the Work Product, including all related intellectual property rights, is not
`owned in its entirety by Real D automatically upon creation thereof, then CDS hereby assigns to
`Real D all rights, titles and interest in and to such Work Product, including all related intellectual
`property rights.
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`Further Assurances. Promptly, upon the request of Real D, CDS shall do all
`3.2
`acts and shall execute such further assignments, documents and other instruments as Real D
`considers necessary to give effect to this Section 4, including, without limitation, acts or
`documents to assist Real D in applying for, obtaining and enforcing intellectual property rights
`in the Work Product in the United States or in any foreign country.
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`Pre-existing Materials. CDS may not include in the Work Product pre-existing
`3.3
`work or materials unless (i) they are provided by Real D or are owned or licensable without
`restriction by CDS and (ii) CDS obtains Real D's prior written approval. If successful
`completion of the project requires use of pre-existing materials, CDS shall identify this to Real D
`and shall agree to license this to Real D on fair and reasonable terms.
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`3.4 Work Product Defined. As used herein, the term "Work Product" shall mean
`any and all inventions, innovations, improvements, original works of authorship, developments,
`concepts, methods, trade secrets, designs, analyses, drawings, reports and all similar or related
`information (whether or not patentable or registrable under copyright or similar laws) which are
`solely or jointly conceived, developed, made or reduced to practice, or caused to be conceived,
`developed, made or reduced to practice, by CDS in the performance of the Services. The
`Statement of Work, outlining the scope of the project and deliverables is given in Appendix 1.
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`SECTION 5
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`REPRESENTATIONS AND WARRANTIES
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`5.1 Mutual Representations. Each party represents and warrants to the others that
`(i) it is and shall be free to enter into, and to fully perform, this Agreement and that no agreement
`or understanding with any other person, firm or corporation exists or shall exist which would
`interfere with its obligations hereunder; and (ii) this Agreement is a legal, valid and binding
`obligation of it, enforceable against it in accordance with the terms of this Agreement.
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`Representations. CDS represents and warrants to the Real D that neither the
`5.2
`Work Product delivered to Real D nor the performance of the Services by CDS infringe upon or
`violate the intellectual property rights of any third party.
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`Further representations. CDS represents and warrants to the Real D that every
`5.3
`employee, agent, or individual in his employ is subject to the terms of this Agreement. CDS
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`REALD INC.
`Exhibit 2097-2
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`further represents and warrants that it will not use any third party without prior written notice to
`Real D, and only after written consent by Real D.
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`SECTION 6
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`MISCELLANEOUS
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`Independent Contractors. The parties are and shall be independent contractors
`6.1
`to one another, and nothing herein shall be deemed to cause this Agreement to create an agency,
`partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted
`or construed as creating or establishing the relationship of employer and employee between the
`Real D and CDS or any employee or agent of CDS.
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`Notice. Except as expressly set forth elsewhere in this Agreement, all notices to
`6.2
`be given hereunder shall be in writing, shall be effective when received, and shall be delivered
`personally, by facsimile transmission (receipt verified), mailed by registered or certified mail
`(return receipt requested), postage prepaid, or sent by express courier service, to the parties at the
`addresses provided on the first page (or at such other address for a party as shall be specified by
`like notice, also effective only upon receipt thereof).
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`Amendment: Modification. No amendment, modification or supplement of any
`6.3
`provision of this Agreement shall be valid or effective unless made in writing and signed by a
`duly authorized officer of each party.
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`6.4 Waiver. No provision of this Agreement shall be waived by any act, omission,
`course of dealing or knowledge of a party or its agents except by an instrument in writing
`expressly waiving such provision and signed by a duly authorized officer of the waiving party.
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`Assignment. This Agreement and all of the provisions hereof shall be binding
`6.5
`upon and inure to the benefit of the parties hereto and their respective successors and permitted
`assigns. CDS may not assign or delegate any of its rights, liabilities or obligation hereunder
`without the prior written consent of Real D, such consent not to be unreasonably withheld or
`delayed. Any attempted assignment without such consent shall be void.
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`Interpretation. The language used in this Agreement shall be deemed to be the
`6.6
`language chosen by the parties hereto to express their mutual intent, and no rule of strict
`construction shall be applied against any person. In this Agreement, the words "including" and
`"includes" shall be deemed to be followed by the phrase "without limitation."
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`Complete Agreement. This Agreement (including any amendments attached
`6.7
`hereto, which includes Appendix 1 statement of work and Appendix 2, previously signed
`confidentiality agreement) contains the complete agreement between the parties and supersedes
`any prior understandings, agreements or representations by or between the parties, written or
`oral, which may have related to the subject matter hereof in any way.
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`REALD INC.
`Exhibit 2097-3
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`

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`6.6 Governing Law. The internal laws (without regard to its conflicts of law rules)
`of the State of California shall govern all questions concerning the construction, validity and
`interpretation of this Agreement and the performance of the obligations imposed by this
`Agreement.
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`Counterparts. This Agreement may be executed in one or more counterparts,
`6.9
`each of which shall be deemed to be an original, and all of which shall be considered one and the
`same instrument.
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`6.10 Force Majeure. Any delay or nonperformance of any provision of this
`Agreement (other than the payment of amounts due hereunder) caused by conditions beyond the
`reasonable control of the performing party shall not constitute a breach of this Agreement, and
`the time for such provision shall be deemed to be extended for a period equal to the duration of
`the conditions preventing performance; provided that such party must use commercial reasonable
`efforts to remedy the cause of such delay or failure.
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`6.11 Severability. If any provision of this Agreement shall be held invalid, illegal or
`unenforceable, the validity, legality or unenforceability of the other provisions of this Agreement
`shall not be affected thereby, and there shall be deemed substituted for the provision at issue a
`valid, legal and enforceable provision as similar as possible to the provision at issue.
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`SECTION 7
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`TERMINATION
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`Termination. If CDS fails to deliver the agreed deliverables in the statement of
`7.1
`work (Appendix 1), CDS will not be entitled to any further payment, and will return the $7,500
`initial payment received.
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`7.2
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`Survival. The provisions of Sections 4, 5, 6 and this Section 7.3 shall survive
`7.3
`termination or expiration of this Agreement for any reason.
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`REALD INC.
`Exhibit 2097-4
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
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`their duly authorized representatives, on the date and year first above written.
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`CDS
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`By:________________________________
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`Title:_______________________________
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`Date:__________________________, 2006
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`REAL D
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`By:________________________________
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`Title:_______________________________
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`Date:__________________________, 2006
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`REALD INC.
`Exhibit 2097-5
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`Appendix 1: Statement of Work
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`1. Introduction
`Creative Display Systems (CDS) is pleased to submit this proposal to RealD, to conduct a feasibility study
`that addresses a means for capturing the DLP’s unwanted polarization state when RealD’s 3D modulation
`device (Z-Screen) is added to existing digital cinema projectors. Because the modulation approach for
`RealD’s system is based on polarization, one state of he unpolarized output of the DLP system is
`inherently wasted. The purpose of this study is to determine if the approach outlined by RealD will meet
`their objective to cost effectively capture the unused polarization state and convert it efficiently to increase
`the screen luminance.
`CDS understands that this feasibility study is the first phase of a larger project that will lead to production
`of the Polarizing Beamsplitter system assuming that the study results meet RealD’s objectives.
`1.1 Corporate Management
`Creative Display Systems was founded in 2006 with primary focus to develop the highest performance
`custom miniature displays systems. CDS is headed by Jerry Carollo, who serves as the corporation’s
`President and Chief Executive Officer. Under Mr. Carollo’s leadership is Bill Maffucci who is Vice
`President and Chief Operating Officer. Mr. Carollo and Mr. Maffucci along with other key personnel have
`amassed over 50 man-years experience in the field of miniature and head-mounted displays. These
`products provide industry with diverse imaging product and broad technical capability, including advanced
`technologies that range from aspheric and conventional optics, display systems, and high performance
`video electronics.
`1.2 Feasibility Study Objectives:
`The main objectives of the Study are to define the engineering issues and viability of designing and
`manufacturing a polarizing beamsplitter assembly to increase the output of a DLP Cinema system using a
`“Z screen” active circular polarization rotator.
`(cid:0) Can it be done?
`(cid:0) Is performance acceptable?
`(cid:0) Is it operationally practical?
`(cid:0) Is it affordable?
`Deliverables:
`(cid:0) Statement of design approach
`(cid:0) Expected performance parameters
`(cid:0) Statement of development risks
`(cid:0) Estimate of magnitude of engineering tasks to complete the design for manufacturing (time, $)
`(cid:0) Estimate of piece price in 100, 500, and 1000 quantity.
`(cid:0) Timeline for development and delivery
`(cid:0) Discussion of trade-offs between cost and performance
`2. Technical Plan
`2.1 Overview
`CDS will perform the Feasibility Study that will address the objectives noted herein. The study will take
`into account the design considerations and characteristics of the projector provided by RealD.
`2.2 System Configuration
`CDS will evaluate the technical approach provided by RealD. The following first order analyses will be
`performed and the results provided in the Feasibility Study Report.
`(cid:0) Optical ray trace to determine the optimum size and configuration of the separating and projection
`optical assemblies
`(cid:0) Preliminary optical throughput analysis for P and S polarizations
`(cid:0) Determine best optical configuration to minimize size/weight of system
`(cid:0) Minimize separation of the beams
`(cid:0) Identify candidate technologies for beamsplitter, rotator and folding optics
`(cid:0) Preliminary approach to projector integration
`Design Considerations:
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`REALD INC.
`Exhibit 2097-6
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`(cid:0) Apparatus to locate close to lens output on an DLP cinema projector
`(cid:0) Apparatus to work with the entire line of zoom lenses available for these projectors
`(cid:0) Include functionality to polarize the light into P and S
`(cid:0) Include steering prisms (or mirrors) to overlay the two images
`(cid:0) Include polarization rotator in one channel
`(cid:0) Include mechanical consideration for mounting a Z screen (pi cell) component at output aperture
`(cid:0) Be of a design that allows removal and re-fitting from the projector. (Details part of next project
`phase)
`(cid:0) Output apertures to be as close together as possible to minimize size of the part and minimize the
`differential trapezoids from the two output beams
`(cid:0) Maximize the light throughput
`Characteristics of the optical output from projector:
`(cid:0) Aspect ratio of projected image – 1.85:1 or 2.35:1
`(cid:0) Diameter of output element of lens – 100 mm (check)
`(cid:0) Horizontal cone angle maximum – 30 degrees full angle
`(cid:0) Color uniformity required – visually uniform across field in white (specification?)
`(cid:0) Color spectrum of projector – RGB primaries of DLP cinema (see attached)
`(cid:0) Polarization efficiency required for input to pi cells – 99.9%. May use clean-up polarizer(s) if
`necessary.
`(cid:0) Target improvement in light output – 1.7 times.
`Cost target:
`(cid:0) $5K USD
`(cid:0) Includes beamsplitting optics and mechanical housing
`(cid:0) 250/year quantity
`Intellectual Property:
`In the event that unique IP is developed under a contract funded by RealD, RealD will require terms in the
`contract which vest ownership of the IP with RealD
`2.3 Program Schedule
`The schedule for the Feasibility Study is six weeks after receipt of order (ARO). One week after contract
`award there will be a kick-off meeting at RealD to ensure all the requirements are well understood by
`CDS and RealD. Four weeks ARO there will be a half day meeting to assess the CDS’ progress. The
`final report will be delivered to RealD six weeks ARO.
`2.4 Program Price
`The following pricing is firm fixed price:
`Feasibility Study: $15,000 Lot
`2.5 Payment
`50% at order placement
`50% upon delivery of Feasibility Study Report
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`REALD INC.
`Exhibit 2097-7
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`

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`Appendix 2: Confidentiality Agreement signed May 16 2006
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`REALD INC.
`Exhibit 2097-8
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`REALD INC.
`Exhibit 2097-9
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035
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`REALD INC.
`Exhibit 2097-10
`MASTERIMAGE 3D, et al. v REALD INC.
`IPR2015-00035