Patriot Scientific

Would someone please take a look at the following and tell me if this is just a clerical error, nothing at all, or something more. See my questions below

According to the 8K

Period of Report

2012-07-11

Filing Date Changed

2012-07-17

On July 11, 2012, Patriot Scientific Corporation (the “Company”) entered into a Licensing Program Services Agreement (the “Program Agreement”) among Phoenix Digital Solutions, LLC (“PDS”), Alliacense Limited, LLC (“Alliacense”), Technology Properties Limited, LLC (“TPL”), and the Company and an Agreement (the “TPL Agreement”) between TPL and the Company.

Pursuant to the Program Agreement, PDS has engaged Alliacense to negotiate licenses of certain microprocessor science and design patents (“Patents”) and to pursue claims against violators of the Patents, in each case, on behalf of PDS, TPL, and the Company. The Program Agreement continues through the useful life of the Patents, which is defined as the greater of the period of time when any of the Patents are no longer subject to legal protection or such Patents are reasonably perceived to have commercial value. Pursuant to the TPL Agreement, TPL and the Company agreed to certain allocations of obligations in connection with the engagement of Alliacense.

On July 17, 2012, the Company entered into an Agreement among Phoenix Digital Solutions, LLC, Alliacense Limited, LLC, Technology Properties Limited, LLC, and the Company whereby the Company agreed to certain additional allocations of obligations relating to the Program Agreement.

Exhibit

Number

Exhibit 10.9

Confidential treatment has been requested for portions of this document indicated by [***], which portions are filed separately with the Commission.

AGREEMENT

This Agreement is entered into by and between PATRIOT SCIENTIFIC CORPORATION (“PTSC”), PHOENIX DIGITAL SOLUTIONS f/k/a P-Newco (“PDS”), and TECHNOLOGY PROPERTIES LIMITED LLC (“TPL”) hereinafter sometimes collectively referred to as the “Parties”.

WHEREAS, the rights and/or prerogatives of the various entities having an interest in the ongoing operation of the MMP Commercialization Program (“MMP ComProg”) have not as yet been fully and finally agreed upon with respect to several issues impacting future operations; and, ……………………….

D. PDS shall exert its immediate best efforts to enter into a new Agreement ("NewAg") with an entity selected by PTSC upon such terms as will provide for a seamless transition and continuation of the MMP ComProg under the guidance and control of PDS, with PDS serving as the Project manager and exclusive Licensor in the execution and conduct thereof as under Article II and Exhibit A of the PDS/TPL ComAg in lieu of TPL, excepting only the exercise of TPL Enforcement Rights which shall remain the province of TPL.

http://www.sec.gov/Archives/edgar/data/836564/000101968712002435/0001019687-12-002435-index.htm

First, the agreement (exhibit 10.9) signed on July 17, was not as reported, entered into and among PTSC, PDS, TPL and Alliacense.I found no signature for Alliacense.There is no mention of Alliacense at all.

Second, how can they sign an agreement on July 17 (exhibit 10.9), report it to the SEC as being signed on the 17th in which it states PDS shall exert immediate efforts to enter into a NewAg with an entity selected by PTSC when they already signed the License Program Services Agreement with Alliacense having signatures showing July 6 & 7 (exhibit10.7)

If the purpose of the July 17 (exhibit 10.9) agreement,as stated in the 8K, was for additional allocation of obligations relating to the Program Agreement signed on July 6/7 why wasn’t Alliacense mentioned by name and why wasn’t Alliacense a party to this agreement as indicated in the 8K?

It sure doesn't make any sense to me.

Comments/corrections welcome.