BAKER DONELSON SOLAR INDUSTRY SERVICE TEAM · BAKER DONELSON SOLAR INDUSTRY SERVICE TEAM Baker...

BAKER DONELSONSOLAR INDUSTRY SERVICE TEAM

EXPAND YOUR EXPECTATIONS SM

BAKER DONELSON SOLAR INDUSTRY SERVICE TEAM

Baker Donelson’s Solar Industry Service Team is a multi-disciplinary group of attorneys and

advisors who assist clients with issues in the solar industry. We help researchers turn ideas

in renewable energy into viable businesses and work with investors to fund and leverage

early mid-stage solar companies. We assist manufacturers of solar energy components in

taking advantage of tax incentives and the unique state-level infrastructure found within

the Firm’s geographic footprint to provide a competitive advantage within the industry

on an international level. We work with utility-scale and dedicated production facilities

across the full spectrum of real property, financing, tax, incentives, regulatory compliance,

permitting, power-grid interconnection/transmission and power purchase negotiations, and

construction issues involved in any significant solar project. Our attorneys work with large

energy consumers, including traditional companies adding a solar energy component in

their expansions as a hedge against market fluctuations in both availability and costs related

to fossil fuel-based energy, as well as new solar companies that need the additional/excess

electrical capacity available within our Firm’s geographic footprint to power production of

their alternative energy products. Clients know it’s not what we do, but how we do it, that

matters most. By understanding your business, we are able to anticipate your needs and

help you make smarter decisions.

REPRESENTATIVE MATTERS IN THE SOLAR INDUSTRY

• Outside general counsel to a solar panel installation company serving both the residential

and commercial sectors.

• Patent advisor with respect to such inventions as a portable solar generator and a solar

site evaluation apparatus.

• Trademark advisor to Sunlight Direct based in Oak Ridge.

• Represented a company in a successful capital raise of several million dollars to fund

research and development of solar panels.

• Experience representing companies in alternative energy fields, including the solar

industry, regarding the negotiation and implementation of government contracts

• Legal advisor to a number of entrepreneurs in the stages of forming and building solar-

related businesses.

HOW CAN BAKER DONELSON HELP YOU?

Are you ready to incorporate your solar manufacturing or installation business? We

provide tax advice regarding optimal business structures, form business entities and assist in raising capital

through the sale of equity or debt.

Does your company’s compliance program ensure its activities meet regulations and

mitigate risks? We tailor compliance programs to meet our clients’ unique needs and provide

management training.

Are you considering expanding your business? We facilitate bank and other financing, solve

issues involving construction, land use, permitting and environmental regulations and consult regarding

hiring practices.

Is your solar business undergoing rapid growth? We advise boards of directors and stockholders

on growth and exit strategies, and work with investment bankers and other professionals to meet your

growth needs.

Do you want talented and motivated employees? We create and update employee handbooks,

provide related training to encourage a convivial and productive workplace, and craft employment

agreements and incentive plans to encourage loyalty and innovation.

Is technology and intellectual property an integral part of your business model? We

help clients protect their ownership rights in patents, trademarks and other work product and facilitate

outsourcing/procurement of the latest technology to give you a competitive edge.

Are you considering leasing land or rooftop space to install and operate solar panels?

We negotiate and prepare site and equipment leases and licenses, solve title dilemmas, as well as advise,

prepare and negotiate public utility and private investor power purchase agreements (PPAs).

Do you need a roadmap concerning renewable energy credits? We provide tax and regulatory

advice regarding renewable energy credits, including the sale of credits.

Is your business facing logistical hurdles? Are you using brokers to arrange for your truck needs?

We advise our clients on transportation contracts.

Do you need strategic guidance and counseling on the appropriate levels of insurance

for your solar company? We proactively work with insurers to both assess and mitigate your potential

business risks.

WHAT ARE YOUR NEEDS? WE CAN HELP.

The Rules of Professional Conduct of the various states where our offices are located require the following language: THIS IS AN ADVERTISEMENT. Ben Adams is Chairman and CEO of Baker Donelson and is located in our Memphis office, 165 Madi-son Avenue, Suite 2000, Memphis, TN 38103. Phone 901.526.2000. No representation is made that the quality of the legal services to be performed is greater than the quality of legal services performed by other lawyers. FREE BACKGROUND INFORMATION AVAILABLE UPON REQUEST. © 2011 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Solar Industry Serive Team 11x17 9/11

Scott CareyPrimary Practice: TransportationNashville, [email protected]

Lauren AndersonPrimary Practice: Securities/Corporate GovernanceNashville, [email protected]

Lodie BiggsPrimary Practice: Real Estate/FinanceMemphis, [email protected]

Warner DelaunePrimary Practice: Intellectual PropertyBaton Rouge, [email protected]

Larry EastwoodPrimary Practice: Labor & EmploymentNashville, [email protected]

David FielderPrimary Practice: Commercial Real Estate Knoxville, [email protected]

Kacie FlinnPrimary Practice: Corporate Mergers & AcquisitionsKnoxville, [email protected]

Wendell MoorePrimary Practice: State Public PolicyNashville, [email protected]

LeAnn MynattPrimary Practice: EnvironmentalKnoxville, [email protected]

Louann SmithPrimary Practice: Corporate Mergers & AcquisitionsChattanooga, [email protected]

Corey StringerPrimary Practice: Real Estate/FinanceNashville, [email protected]

THE BAKER DONELSON SOLAR INDUSTRY SERVICE TEAM INCLUDES THE FOLLOWING INDIVIDUALS:

BAKER DONELSON SOLAR

BAKER DONELSONSOLAR INDUSTRY BRIEFING:PRODUCT DEVELOPMENT IN

THE SOLAR INDUSTRYMATERIALS

Wednesday, October 26, 20113:00 – 4:30 p.m.

EXPAND YOUR EXPECTATIONS SM

BAKER DONELSON SOLAR

Solar Industry Briefing:

Product Development In The Solar Industry

Featured Speakers and Agenda:

3:00 p.m. Sign in and Networking

3:15 p.m. Solar Industry BriefingScott D. Carey, Host and Nashville Managing ShareholderWelcome and Introductions

Chad Duty, Ph.D., Oak Ridge National LaboratorySolar Research at Oak Ridge National Laboratory

John Sanseverino, Ph.D., Tennessee Solar InstituteSolar Initiative Grant Program

Paul Platillero, Founder, CaraSol Solar Energy ProductsSolar Thermal Energy

Allan Daisley, Director, Sustainable Energy SolutionsMidSouth Sustainable Energy Solutions, Inc.

Warner Delaune, Of CounselTop 10 Patent Points for the Product Development Cycle

4:30 p.m. Question and Answer Session and Wrap-Up

Solar Researchat ORNL

Chad Duty, Ph.D.

October 26, 2011

Oak Ridge National LaboratoryTennessee Solar Institute

ORNL in 1943The Clinton Pile was the world’s first

continuously operated nuclear reactor

Oak Ridge National Laboratory evolved from the Manhattan Project

2 Managed by UT-Battelle for the U.S. Department of Energy

3 Managed by UT-Battellefor the U.S. Department of Energy Overview_0906

Today, ORNL is DOE’s largest scienceand energy laboratory

• Nation’s largest concentrationof open source materials research

• World’s most intense pulsed neutron sourceand a world-class research reactor

• $1.4B budget

• 4,400 employees

• 4,000 researchguests annually

• $500 million investedin modernization

• World’s most powerful open scientific computing facility

• Nation’s most diverse energy portfolio

• Managing the billion-dollar U.S. ITER project

3 Managed by UT-Battellefor the U.S. Department of Energy Overview_0906

4 Managed by UT-Battellefor the U.S. Department of EnergyR. Perez (2009)

World Energy Resources

5 Managed by UT-Battellefor the U.S. Department of Energy

Enough Energy to Go Around…Average Insolation (radiation energy / area)


Why aren’t panels on your house?Why aren’t panels on your house?


Reducing PV System CostPV system cost consist of 3 primary factors: Modules, Electronics, BOS

Source: DOE, Dollar per Watt (2010)


Solar Research at ORNL

Technology Development

Systems Integration

Market Transformation

Materials Research,Characterization, &Process Optimization

Power electronicsElectric grid

Large-scale deploymentReduce barriers

Heat transfer fluidsHigh temperature materials

Concentrated Solar


Photovoltaic Research

Fundamental Research

Role of defects in polycrystalline material

How does CdTe PV work? Vapor CdCl treatment?

Large area compositional control of CIGS

Applied Research

Reducing Levelized Cost of Energy (LCOE)

High volume roll-to-roll manufacturing

Non-vacuum deposition techniques

Next Generation PV

New material development (non-toxic, earth abundant)

Increased efficiency using unique nanostructures

Long term stability of organic PV

Power and Energy Systems Group• A staff of 12 researchers

• World class facilities

- Distributed Energy Communications and Control Facility (DECC)

- Visualizing Energy Resources Dynamically on Earth (VERDE)

- Powerline Conductor Accelerated Testing Facility (PCAT)

• The group is actively involved in partnerships with several universities, private and public companies, other federal agencies, and consortiums.

• Projects supported by various offices of DOE, DHS, and industry.

Wide-Area Power Grid Situational Awareness

Real-time Weather Overlays Impact Models


Market Transformation

Zero Energy Building Research Alliance

ZEBRAllianceZEBRAlliance

Campbell Creek Research Houses (2400 ft2)• Compare “as-is”, new build, and “retro-fit” houses• Energy saving and alternative energy approaches

Building EnvelopeWindows, Walls, Floors

Building Systems(“whole-systems”)Design toolsSystem IntegrationOn-Site

Power SystemsBuilding Integrated PhotovoltaicsFuel Cells

Building EquipmentSpace conditioningLightsAppliancesBIPV, PEM-FC

Opportunities for improved efficiency in buildings are enormous.

Buildings consist of a complex system of interacting components facing variable input conditions

Materials Intensity

Grow the Solar Industry

Tennessee Solar Industry

Research


Partnering with ORNL• Work for Others (WFO)

– Full cost recovery research (~$200/h)

– All Intellectual Property resides with industry sponsor

• Cooperative Research and Development Agreement (CRADA)– Partner with ORNL on grant for federal funding

– Cost share often required (20-50%)

– IP shared between DOE and industry

• User Center– No cost use of ORNL / UT facilities

– Peer-review proposal-based system

• Industry Research Consortium– Pre-competitive research topics

– Special “enhancement” projects


In 1931, not long before he died, Edison told his friends Henry Ford and Harvey Firestone:

“I’d put my money on the sun and solar energy. What a source of power! I hope we don’t have to wait until oil and

coal run out before we tackle that”

October 26, 2011

$62.5 million ARRA fundso DOE grant to ECD, State Energy Program

A comprehensive solar energy and economic development program, focusing on job creation, education, renewable power production, and technology commercialization Two related, but separate projects:o West Tennessee Solar Farm near Brownsville ($31 M)o Tennessee Solar Institute – Solar Opportunity Fund ($29.2 M)

Designed to leverage existing solar base and support the growing solar industry in Tennessee

Total award was $23.5M $9M for Installation

Grants to speed the deployment of solar energy

$14.5M for Innovation Grants to encourage growth of Tennessee’s solar industry J&S Construction– Putnam County

37.5 kW ground mount

Purpose is to speed the deployment of PV in Tennessee$10.8M in 146 grants ~6.4 MW of new capacity~$35.9M total system costSystem sizes range from 4.2 –200.0 kW

Autumn Acres Cumberland County

14.1 kW array

Purpose To facilitate the growth of companies in Tennessee’s

solar value chain Increase energy efficiency in the workplace Incorporate renewable energy in the workplace

OutcomesCreate jobs Strengthen Tennessee’s solar value chain Increase competitiveness Reduce energy costs and greenhouse gas emissions

Summary$12.56M in 82 awards to 38 firms across the state

$14.0 M in cost-sharing

All projects are on schedule for a December 23 completion

Technical Assistance

Workforce Development

Renewable Energy Products

Process Improvements

Technology Improvements

Facilities & Equipment Improvements

Topic Area # of Awards

Technical Assistance 16Workforce Development 26Renewable Energy Products

13

Process Improvements 9Technology Improvements 6Facilities & Equipment Improvements

12

Total 82Great Neck Saw Manufacturing Company

Shelby County200 kW array

shoals technologies group

Soltility

OUTPOST SOLAR

DIVERSIFIED POWERINTERNATIONAL, LLC

MidSouth Sustainable Energy Solutions

“New skilled workers required for expansion.”

“Technology is being updated rapidly.”

Appalachian Renewable Resources Zuercher Electric Co

SUSTAINABLE FUTURE

A-1 Electrical Contractors Inc

Increased marketing and sales Trained workforce Incorporation and

demonstration of renewable energy to showcase products Incorporation of energy

efficiency and new technology into manufacturing Reduced facility energy usage

A stronger, more competitive, solar value chain in Tennessee

"This material is based upon work supported by

the Department of Energy under Award

Number DE-EE0000160"

Funding SourceCDFA 81.041

The views and opinions of authors expressed herein do not necessarily state or reflect those of the United States Government

or any agency thereof.

Enterprise Electric – Davidson County 29.9 kW – roof mount

Baker Donelson Solar Industry Briefing

October 26, 2011

Paul S. Platillero, PE

Solar Thermal Energy …..

Going back to the FUTURE!

The Solar Thermal Collector

Basic Manufacturing Components:• Copper fin tube brazing

• Extruded aluminum frame

• Aluminum sheet backer

• Insulation

• Solar glass

TENNESSEE SOLAR INSTITUTE GRANTS:• #009 Manufacturing: Equipment,

Materials, Labor

• #222 Technical Assistance: Market Study and SRCC Certification

• #223 Workforce Development/Training

SOLAR THERMAL WATER SYSTEMS

• REQUIRE STORAGE TANK• VARIOUS TYPES OF SYSTEMS• GREATER EFFICIENCY AND LOWER COST

THAN PHOTOVOLTAIC SYSTEMS

COMMERCIAL APPLICATIONS:COMMERCIAL APPLICATIONS:•• HOTELS/DORMITORIESHOTELS/DORMITORIES•• APARTMENTSAPARTMENTS•• LAUNDROMATSLAUNDROMATS•• VEHICLE WASH STATIONSVEHICLE WASH STATIONS•• RESTAURANTSRESTAURANTS•• GREENHOUSESGREENHOUSES•• PROCESS HOT WATER, ETC.PROCESS HOT WATER, ETC.

RESIDENTIAL APPLICATIONS:RESIDENTIAL APPLICATIONS:•• DOMESTIC HOT WATERDOMESTIC HOT WATER•• SPACE HEATINGSPACE HEATING•• AIR CONDITIONINGAIR CONDITIONING

Ref: Aztex Solar Energy, CA

Average Electricity Rates-Residential (2008)

Source: U.S. Energy Information Administration

Key Market Driver: Energy Costs

Solar Thermal Projects in Southeast

• Knox Co. Jail

• Knoxville Airport Hilton Hotel

Reference: FLS Website


• Grove Park Inn Resort & Spa

• Proximity Hotel



• Appalachian State University• Mars Hill College• Gilford College



• Camp Lejeune Military Base• YMCA Asheville• Wash-a-teria Laundromat


THANK YOU

www.carasolenergy.com

MidSouth Sustainable MidSouth Sustainable Energy Solutions, Inc.Energy Solutions, Inc.

Baker Donelson Solar Industry BriefingOctober 26, 2011Presentation By: Allan Daisley

A Company

About Us About Us o Established in 2010 as a subsidiary of the Memphis

Bioworks Foundationo Mission to help municipalities and organizations to

save money by reducing energy usage and greenhouse gas (GHG) emissions:• Conduct holistic analyses• Perform energy efficiency retrofits• Promote the use of, and reduce barriers to the adoption of,

renewable energy• Leverage industry expertise (incentives, partnerships, etc.)

to structure/finance energy efficiency activities

Services Services o Consulting Services: Holistic

Energy Usage Assessments & Benchmarking

o Energy Efficiency Retrofits

o Renewable Energy Installations

o Project Analysis, Evaluation, Organization and Implementation

TSI Grant:TSI Grant:Technical AssistanceTechnical Assistance

o Approved: 12/2010o Implemented: 3/11/11 – 9/11/11 o Outcomes: 1) A Marketing/Business Development

Plan analyzing services to be offered, target customers, demand, pricing structure, and potential marketing strategies

2) List of Experts and Contacts in Renewable Energy and Energy Efficiency

TSI Grant:TSI Grant:Facilities & EquipmentFacilities & Equipment

o Approved: 12/2010o Implemented: 3/31/11 – Present o Outcomes:1) Replaced 293 high pressure sodium

garage lights with LED energy-efficient lights

2) Energy savings June – September 2011:• 78.36 MWH electricity use reduction• 63.09 Tons greenhouse gas

reduction*• 441.63 Lbs criteria air pollution

reduction**Conversion factors provided by Lynn Reed/UT

TSI Grant:TSI Grant:Process ImprovementProcess Improvement

o Approved: 04/2011o Implemented: 5/11/11 – 12/23/11o Goals & Outcomes to date: 1) Goal: Improve the process to provide customized

solar panel installation to maximize solar collection and to avoid panel damage during high winds (100 mph+)

2) Progress to date: Completed site preparation and ordering of equipment on schedule as of 09/30/11

Thank YouThank YouFor More Information, Contact:For More Information, Contact:

Allan DaisleyMidsouth Sustainable Energy Solutions, Inc.20 South Dudley, Suite 806Memphis, TN 38103Phone: 901-866-1462Fax: 901-866-1401E-mail: [email protected]

Top 10 Patent Points for the Product Development CyclePresented by :

Warner J. Delaune

450 Laurel Street

20th floor

Baton Rouge, Louisiana

225.381.7032

[email protected]

Conception and Reduction to Practice

• Write all ideas down with dates of conception

• Keep a written record of changes and improvements

• Identify all collaborators with brief description of contribution to the effort

• Manuals, grant proposals, etc., are very helpful

• Store in a safe place

Secrecy

• Secure strong nondisclosure agreements (NDAs) with other parties

• Should contain assignment language to avert co-ownership problems with co-inventors

• Term should be for at least enough time to get past a long patent prosecution (assuming no publication)

Search

• Searching is optional, BUT:• Prevents throwing good money out after bad

• Knowing prior art is critical for drafting persuasive specifications and claims

• Anticipate possible rejections

• Trade journals and other technical publications must be considered in rapidly evolving technologies (no patent records)

Provisional Applications

• Use provisional applications sparingly and wisely• Delays in examination

• Added costs

• Failure to adequately support claims in later nonprovisional application

• May jeopardize foreign rights if too lean an initial disclosure

• Difficult to avoid with Patent Reform Act

Filing Strategy

• Develop a strategy for protecting a portfolio of ideas (alternate embodiments, future developments, etc.)

• FOCUS: “all eggs in one basket” rarely makes good sense

• Filing decisions and claim drafting should factor in how products will be marketed

Organization and Priorities

• Patents are business tools

• Treat each idea/application as an asset to be valued in a transaction

• Many early stage companies rely almost entirely on IP assets (rather than revenue)

• Let licensing and enforcement considerations drive the discussion regarding divisionals, CIPs, and claims

Disclose Prior Art

• Affirmative disclosure of known prior art to the USPTO; no “hiding the ball”

• Potential invalidity for failure to disclose

• Includes prior art from foreign patent prosecutions

• Avoids inequitable conduct defense by infringers

Defense

• Patents are a sword, not a shield

• No relevance to infringement of prior patents

• Know competitor’s patent portfolio

• Map out claims for “design around” efforts

• Possible use of patents as a basis for counterclaims and cross-licensing to settle disputes

International Patents

• Preserve international rights (national, regional, PCT) at 12 months from initial application

• But will depend on U.S. non-publication request

• Add “outlier” countries that may be important based on market and manufacturing

• PCT search results are almost always faster than U.S. examiners

• Budget carefully and prioritize; can be very expensive

Patent Reform Act

• File early and often

• No more “first to invent”

• Self-disclosure buys another year and can avoid some prior art, but ruins international rights in “absolute novelty” countries

• Post-grant review within 9 months

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