1.

Comment: We note your response to our prior comment 1. Please delete North Korea from the proposed disclosure to describe the U.S. economic sanctions and export control regulations that affect your business. Currently, the four countries designated by the State Department as state sponsors of terrorism are Cuba, Iran, Sudan, and Syria.

 

 

 

 

2.

Comment: Your proposed disclosure in response to prior comment 2 continues to refer to modified payments to your agreement with Video con, without clarifying why or how those modifications occurred. Please expand your disclosure to discuss how and why these payments were modified to be "more closely aligned with progress being made." Clarify Copytele's limited performance requirements under the agreement and explain in greater detail the technical support that has and will be provided to Videocon's technical team. Given that the license fees account for a significant portion of your revenues and that future modifications of the timing of the payments and delays in the payments beyond the 27 month period could materially impact your results of operations, please ensure that you describe the provisions of the license agreement that allow for modifications or adjustments to the payments. Further, you state that Videocon did not become a related party until it purchased the equity interest in November 2007. Please note that Item 404(a) of Regulation S-K requires disclosure of any transaction since the beginning of the last fiscal year in which a person identified in Item 404(a) of Regulation S-K was or is to be a participant and the amount involved exceeds $120,000, irrespective of when the contract was originally formed.

 

 

 

 

 

Response:  The following disclosure will be added to “Item 1. Business” on page  5-6  and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” on page 20-22  and 31-32, respectively,  to clarify how and why CopyTele agreed to defer the license payments and to explain in greater detail Videocon’s performance requirements under the License Agreement

 

 

 

 

 

 

 

 

 

The following disclosure will be added to “Item 1. Business” on page  5  and in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – General” and “ --Liquidity and Capital Resources” on page 21 and  32_to clarify that  the deferrals were not required by the terms of the License Agreement, but rather were jointly agreed to by the parties in light of the additional time and effort required to incorporate improvements into the product.

 

 

 

 

 

As the Staff is aware, the Company has pending before the Commission a confidential treatment application with the Commission with respect to certain portions of the Company’s license agreement with Videocon.  Accordingly, the Company has not included in “Item 1. Business” or “Item 13.  Certain Relationships and Related Transactions, and Director Independence” certain of the economic terms of the license agreement for which confidential treatment is being sought.

 

 

 

3.

Comment:  We note that you have received several modified payment amounts under the license agreement with Videocon, yet your disclosure does not describe how or why each of those modifications was made. As requested above, please expand your disclosure accordingly. Although the $11 million total amount due under the license agreement has not changed, it is unclear from your disclosure when and how the remainder of this obligation will be paid. Specifically, tell us the dollar amount of license fees expected to be received in the twelve months from the filing date of the Form 10-K and also, what consideration you have given to adding more specific disclosure as to the uncertainty of receipt of the future license payments.

 

 

 

4.

Comment: Your response to prior comment 6 indicates that you have relied upon the information provided in Schedule 13G filed by Mars Overseas Limited; however, Instruction C to Schedule 13G requires disclosure pertaining to each executive officer and director of a corporation if a corporation is the reporting entity. There are similar disclosure requirements if the reporting entity is either a general or limited partnership. As such, the Schedule 13G should include the required  disclosure. Accordingly, we do not believe the prior comment has been satisfactorily resolved and we will contact you to discuss this matter further.

Response:  We have been just recently been advised by counsel to Mars Overseas Limited (“Mars Overseas”) that Mars Overseas intends to file in the next several days an amendment to its Schedule 13G to disclose the identities of the natural persons who control Mars Overseas or otherwise have shared or sole voting power over the Company shares held by Mars Overseas Limited and we will modify footnote on page 38 to reflect the disclosures in the 13G Amendment as soon as it becomes available.

 

·	It is responsible for the adequacy and accuracy of the disclosure in the filing;

 

·	Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 

·	It may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.