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The following is an excerpt from a S-1/A SEC Filing, filed by COLOR KINETICS INC on 6/14/2004.
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COLOR KINETICS INC - S-1/A - 20040614 - BUSINESS

Business

Our Company

Color Kinetics is a pioneer in the design, marketing and licensing of intelligent solid-state lighting systems. Our systems use solid-state semiconductor devices known as light emitting diodes, or LEDs, as the light source. The performance, efficiency and cost of LEDs have been improving rapidly, enabling them to displace traditional light sources, such as incandescent bulbs, in many applications. Our systems combine the increasing advantages of LEDs as a light source with our patented digital control technology, to create a new category of lighting technology, which we refer to as “intelligent solid-state lighting systems.” Using proprietary digital control methods, such as our patented Chromacore and Chromasic technologies, our intelligent solid-state lighting systems enable our customers to achieve dramatic lighting effects, cost savings and other practical benefits not attainable using traditional lighting technology.

Since our founding in 1997, we have invested substantially in research and development in a number of disciplines related to solid-state lighting, including thermal and optical engineering, analog and digital circuit design, network architectures, control software and user interfaces. As a result of this process of continuous innovation, we have developed a broad range of products, services and technologies and have a patent portfolio with 28 issued patents and over 115 patent applications pending. We also have an extensive pipeline of new technologies under development. Our patents and patent applications apply to many aspects of solid-state lighting technology, and also apply to many methods of implementing solid-state lighting in a wide variety of markets and applications.

We incorporate our proprietary technology in a wide range of products, including LED lighting devices, digital controllers, software for creating and controlling lighting effects, and related hardware and accessories. We offer our products for sale as individual components, or as complete, integrated lighting systems that include all the elements necessary to create and operate solid-state lighting installations for many types of interior and exterior applications. We sell solid-state lighting modules incorporating our proprietary technology to lighting manufacturers and others on an OEM basis, enabling them to bring the benefits of our technology rapidly to market. We also license our technology on a royalty-bearing basis. We draw upon our domain expertise in electrical, optical, mechanical and thermal engineering to provide applications engineering, integration and technical support services to assist our customers in specifying, installing and operating our systems.

We operate in two principal lines of business:

  •   Lighting systems: we offer intelligent solid-state lighting systems sold under the Color Kinetics brand for installation in lighting projects where their use has been specified, typically by a designer or architect.
 
  •   OEM and licensing: we offer a standard line of intelligent solid-state lighting modules that can readily be incorporated by manufacturers in products sold under their own brands. We also license our technology.

We sell our lighting systems and OEM products through our direct sales force and through manufacturer’s representatives and distributors in North America, Asia, Europe, Latin America and the Middle East.

As our patent portfolio expands, we believe that our proprietary technology will not only continue to provide competitive advantage in many markets where we compete directly, but will also offer increasing opportunities, through our OEM and licensing programs, to reach markets and applications that cannot be served efficiently by our own direct sales force.

To date, we have targeted our sales and marketing primarily in high performance lighting markets, such as architectural, retail and entertainment lighting and electronic signage. In these markets, our customers value highly the flexibility, performance and control that our intelligent solid-state lighting systems offer.

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As the performance and cost-effectiveness of LEDs, particularly white light LEDs, continue to improve, we believe that solid-state lighting will increasingly displace traditional lighting technology in applications beyond high performance lighting markets. Because we do not make the LEDs we use in our products, but rather buy them from major semiconductor manufacturers, we expect to benefit from the fierce competition among LED manufacturers to create more powerful and cheaper solid-state lighting devices.

According to a 2003 report by The Freedonia Group, Inc., a market research firm, the worldwide market for electric lamps and lighting fixtures was approximately $79 billion in 2002. We believe that, with our proprietary technology, industry expertise and proven products and track record, we are well positioned to take advantage of emerging opportunities to penetrate segments of this large general lighting market with our intelligent solid-state lighting technology.

Background of the Solid-State Lighting Industry

Since the invention of the transistor in the mid-twentieth century, solid-state semiconductor devices offering continually smaller size, reduced cost and power consumption, improved reliability and, above all, powerful new capabilities for digital control have revolutionized industries such as radio, television, telecommunications and computing and have also penetrated broad consumer markets such as home appliances and the automotive industry. Semiconductor, or solid-state, devices such as transistors and diodes rely on electrical interaction between adjacent layers of solid semiconductor materials, rather than mechanical operation, to perform a desired function. As mechanical controls, vacuum tubes and analog signal processing have been replaced by digital technology, existing devices have been made cheaper and more useful, and entirely new applications and capabilities not previously imagined have arisen. We believe that the lighting industry, which has not substantially changed its basic technology since electric light bulbs replaced gas lamps more than a hundred years ago, is embarking upon a similar digital solid-state revolution.

 
Solid-State Lighting: A Disruptive Technology Transforming the Lighting Industry

We believe that solid-state lighting, in which semiconductors replace incandescent or fluorescent lamps as the light source, is a disruptive technology that has begun to transform the lighting industry. A wave of product innovation is displacing traditional lighting technologies in existing applications, creating entirely new market segments and applications and paving the way for entry by new competitors. LEDs as a light source have already achieved significant penetration in a number of markets, including mobile electronic devices such as cellular telephones and personal digital assistants and signaling devices such as automotive brake lights, traffic lights and in personal illumination devices such as flashlights and bicycle lights. Their use is expanding to more complex and demanding lighting applications. We believe this rapid adoption, which has been driven by the increasing pace of advances in solid-state lighting technologies, will continue and accelerate.

 
Evolution of Solid-State Lighting

Traditional Lighting Technologies. Since the introduction of the light bulb in the late 19th century, electric light has been provided primarily by incandescent, halogen, fluorescent or gas-discharge (such as neon) light sources. Devices using these traditional lighting technologies provide high light output and can be manufactured cheaply and sold at relatively low initial cost, but they have a number of disadvantages. These include large size, high energy consumption and heat output, susceptibility to breakage, safety and environmental hazards, and limited source life before the lamp must be replaced. Further, these are mature technologies in which relatively little recent innovation has taken place: the standard incandescent light bulb has improved very little in efficiency over the last century, and even for newer technologies such as compact fluorescent lamps, the rate of innovation is slowing.

Introduction of Solid-State Lighting. Solid-state lighting, using LEDs as the light source, provides an increasingly effective replacement for these traditional technologies. LEDs are semiconductor devices that, when voltage is applied to them in the proper direction, release energy in the form of light, with little

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production of heat. When first introduced in the 1960s, LEDs could produce only red light, and their low output made them unsuitable for lighting. As a result, their use was initially limited to simple applications involving indication, such as showing the “on-off” state of a switch on an instrument panel. As LED technology advanced in the 1970s, green, yellow and orange LEDs were developed and market acceptance increased with applications such as digital watches, calculators and test equipment. In the 1980s and 1990s, further developments added a wider spectrum of colors and enabled LEDs to produce progressively greater amounts of light using less power. The development of blue LEDs in the mid-1990s enabled the production of the full spectrum of colors, including white light. Advances in the design and manufacture of LEDs have also led to continuous improvement in their cost and efficiency. Industry sources expect these trends to continue.

These improvements in the capabilities of LEDs, combined with advances in digital control technology, have begun to revolutionize lighting, with broad implications for many industries that use lighting in their products or businesses.

Advantages of Solid-State Lighting Over Traditional Lighting Technology. Solid-state lighting can offer significant benefits in capability and cost-effectiveness in comparison to traditional lighting technology. These include the following:

  •   Greater Efficiency. LEDs now provide greater efficiency than traditional lighting sources, producing more light with the same amount of power, and less heat. In the early 1970s, a typical LED could produce only 0.2 lumens (a standard measure of light output). Following a pattern known in the LED industry as Haitz’s Law (a corollary to Moore’s Law, which describes the rapid rate of growth in computing power per integrated circuit), light output per LED package has doubled every 18 to 24 months for the last 30 years. Today, a high brightness LED package smaller than a dime can generate over 120 lumens. Manufacturers have demonstrated multi-chip white light modules with outputs of over 1,000 lumens, equal to or greater than the output of a 75 watt incandescent bulb. By combining a small number of LED packages, it is now possible to generate light of sufficient intensity to provide general lighting in many applications that currently use conventional lighting technologies.

  At the same time, the luminous efficacy of LEDs (i.e., their light output in lumens per unit of electrical power consumed) has improved dramatically in the last 30 years. The introduction of new designs, materials and fabrication processes has increased the efficiency with which LEDs convert electrical energy to light, as well as improving their extraction efficiency (i.e., the percentage of useful light that actually escapes the semiconductor and its package). LEDs have already surpassed incandescent lamps in efficacy, as measured in lumens per watt, and many industry experts expect LEDs to surpass even the most efficient traditional light source, fluorescent lamps, within the next few years.

  •   Increasingly Competitive Initial Costs. The initial cost of an LED light source is currently higher than that of a traditional light source of comparable output. However, as the LED industry makes the transition from manufacturing in small quantities, often in the laboratory, to manufacturing in large volumes in modern semiconductor factories, LEDs are rapidly decreasing in cost per lumen. According to Strategies Unlimited, the price of high brightness LEDs has declined at a rate of 10% to 15% per year in recent years, while light output has continued to improve. A high brightness white LED in 2000 had a cost per lumen of approximately $0.50, while in 2003 high brightness white LEDs are available for approximately $0.19 per lumen. Industry sources expect LED costs to continue to fall.
 
  •   Greater Reliability and Longer Life. The actual life of any light source depends on a variety of factors, including usage patterns and environmental factors. Unlike traditional light sources, which typically fail abruptly, the light output of LEDs gradually diminishes over time. Currently available LEDs have predicted source lives, under average conditions, of up to 50,000 hours (representing the point at which they are predicted to have lost 30% of their original brightness), compared with source lives of 1,000 to 2,000 hours for a typical incandescent light bulb or 10,000 to 20,000 hours for a fluorescent lamp. This longer source life permits their initial cost to be spread over a longer period. It

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  also reduces the labor costs associated with replacement and facilitates their use in remote or inaccessible environments. LEDs also break less frequently because they have no filaments, glass tubes or moving parts and are able to withstand shock, vibration and other environmental factors that would shorten the life of a traditional lighting device.
 
  •   Cost-Effectiveness: The “Cost of Light.” The cost-effectiveness of a light source is a function of its initial cost, its efficiency at converting electrical energy to light and the length of its source life. Sophisticated purchasers of lighting systems, such as managers of large buildings or public works installations, evaluate the cost of competing lighting products based on the cost to buy, install and operate them over their expected lifetimes. This measure is referred to in the lighting industry as the “cost of light.” The cost of light for a given lighting device takes account of:

  •   the initial cost to acquire and install the device;
 
  •   labor and other costs associated with maintenance over its predicted source life; and
 
  •   the cost of energy consumed by the device over its predicted source life.

  Spreading these costs over the predicted source life of the device yields the cost of light. This calculation, expressed in dollars per lumen-hour, is used in the industry as a measure of the hourly cost of the light produced by the device. The cost of light provided by LED light sources, in dollars per lumen-hour, has dropped steadily over the past 30 years, due primarily to the improvements in their cost and efficiency described above.

  •   Better Color Characteristics. While traditional lighting technologies require the use of special coatings or mechanical devices such as gels or filters to produce colored light, LEDs are capable of producing light in pure, saturated colors. The range and purity of the colors produced by LEDs has accelerated adoption of the technology by end-users for whom the color characteristics of light are highly important. Recently, LED manufacturers have devoted substantial resources to developing methods of producing white light from single LEDs, for example by using blue or UV-emitting LEDs to excite phosphors deposited on the inside of the LED package so that they emit white light. Development efforts continue toward producing white light from a single LED with appropriate color characteristics and sufficiently high output for use in general lighting applications.
 
  •   Capability for Digital Control. Unlike traditional lighting devices, which typically draw large current loads and require cumbersome switching devices, LEDs operate at relatively low voltages and current loads and can be controlled directly by a digital interface. Lamps using traditional technologies, which typically operate at line voltages such as 110 volts or 230 volts and draw large current loads, require heavy wiring to supply their power and must be controlled by mechanical rheostats, switches or relays or by large solid-state devices. By contrast, LEDs usually operate at much lower semiconductor voltages, and can be controlled directly by a digital device controlled by a computer.
 
  •   Increased Flexibility. LEDs’ small size, reduced low power consumption and low heat permit greater flexibility in designing and installing lighting fixtures, systems and installations. Their directional characteristics permit light to be more efficiently directed where it is needed. The ability to design and deploy lighting displays without the need for heavy cabling and cumbersome switching devices, and the capability to digitally control dynamic lighting effects in a full range of colors, have given lighting designers, architects and other users new freedom and flexibility to create entirely new types of lighting applications.
 
Adoption of Solid-State Lighting Technology

As the light output, cost-effectiveness, color capabilities and digital control of LEDs have improved, they have rapidly penetrated new industries and applications. As an indication of the rapid rate of adoption of solid-state lighting technology, Strategies Unlimited, a market research firm, estimates that the market for high brightness LEDs increased from approximately $1.8 billion in 2002 to $2.5 billion in 2003. Use of high brightness LEDs as components of solid-state systems such as ours, where they provide illumination rather than indication, accounted for only 5% of this market in 2003, but this segment is the fastest growing segment of the high brightness LED market. Strategies Unlimited forecasts that the market for

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high brightness LEDs in illumination applications will increase at a compound annual growth rate of approximately 44% from 2002 to 2007.

Solid-State Lighting in Indication, Signaling and Mobile Electronics Applications. As the light output and initial cost of LEDs have improved, characteristics such as their energy efficiency, ruggedness and flexible form factor have prompted their adoption in a wide range of new indication applications. For example, LEDs are now widely used in automotive brake lights, where they offer automobile manufacturers increased design flexibility and their reliability and rapid response provide safety advantages. Similarly, LEDs have replaced incandescent lamps in many traffic lights, where their long source life and low power consumption provide municipalities with substantial savings in the cost of light. As a result, nearly 30% of the traffic lights in the United States now use LEDs as their light source. The market for high brightness LEDs in mobile appliances such as cellular telephones, digital cameras and other hand-held electronic devices is estimated by Strategies Unlimited to have exceeded $1.2 billion in 2003. High-end cellular telephones contain as many as 30 LEDs, used as backlights to displays and in keypads. In markets such as these, where LEDs have proven effective, they have achieved rapid penetration.

Solid-State Lighting in the High Performance Lighting Market. The unique performance characteristics of LEDs, combined with their potential for powerful digital control, have also made solid-state lighting attractive to customers in various high performance lighting markets that have historically placed high value on lighting products that offer advanced technology, specialized capabilities and high performance. These include markets such as:

  •   architectural lighting;
 
  •   restaurant and hospitality lighting;
 
  •   retail and merchandising;
 
  •   theatrical and television studio lighting; and
 
  •   signage and corporate identity.

In high performance lighting markets such as these, light is used primarily for visual impact, to create a specific aesthetic or other effect integral to the operation of the user’s business. Customers in these high performance lighting markets use colored light to transform spaces, build brands, stimulate purchases or create excitement. They often deploy lighting systems in novel ways, or in technically challenging environments. The lighting and design professionals and end-users who use light in these kinds of applications are often early adopters of new technology, and have been among the first to embrace solid-state lighting technology as a means of exceeding some of the limitations of conventional lighting technologies.

Attributes of solid-state lighting that have made it attractive to early adopters in high performance color lighting markets are also potentially valuable in general lighting applications. In these applications, white light is used for utility, i.e., for illumination of areas and tasks rather than for visual impact. Innovative uses of solid-state lighting are already appearing in new construction projects, as developers of high-end commercial projects seek to distinguish their properties visually and also to reduce their operating costs. Opportunities are emerging to apply solid-state technology in specialized illumination applications where, for example, lighting of small spaces is required, installations are in remote or awkward locations or in harsh, vibration-prone environments, or other special challenges make the unique attributes of solid-state lighting necessary or desirable.

Further improvements in the brightness, color quality and color-rendering capabilities of white light LEDs, as well as in their initial cost and source life, will be necessary before solid-state lighting can be widely adopted as a substitute for traditional technologies as a source of white light for general illumination purposes. LED manufacturers currently are devoting substantial development effort to improving the aesthetic quality of white light produced by LEDs, such as its color temperature, to make it more suitable for use in general lighting. Color temperature is an indication of the color of the light, with lower color temperature corresponding to warmer shades of white and light of higher color temperatures corresponding to light that contains more blue. Early white light LEDs produced light that was too high in color

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temperature to be acceptable by consumers for use in residences or in many commercial applications. The ability of a light source to properly render the colors of objects it illuminates, or color rendering index, is another important attribute where use in general lighting applications is concerned. To date, the color rendering index of commercially available white light LEDs has been inferior to that of traditional light sources.

We believe that competition among LED manufacturers will overcome many of these technical obstacles, and that just as solid-state lighting has rapidly penetrated other markets, advancing white light LED technology and customer demand for new uses of light will create growing opportunities for application of solid-state white light technology in segments of the general lighting market.

The Color Kinetics Solution

We are a pioneer in the development, marketing and licensing of intelligent solid-state lighting systems that meet the demanding requirements of the high performance lighting market. Our systems take advantage of the rapid advances in LED performance, efficiency and cost that have resulted from competition among the semiconductor manufacturers that supply us with LEDs. We seek to make the benefits of solid-state lighting technology accessible to users, and to promote its adoption in new markets, by providing solid-state lighting products and systems that are easy for customers to specify, purchase, install and operate.

We believe that we offer our customers a number of key benefits, including the following:

  •   Breadth of Intelligent Solid-State Lighting Solutions. We believe customers in the high performance lighting market seek a vendor that can offer the full range of products and services necessary to provide a complete, turn-key lighting solution. We offer a broad line of solid-state lighting products that, we believe, provide superior functionality, reliability, safety and environmental friendliness. The patented digital control technology embedded in our products enables them to act intelligently and to provide large, complex light installations that display millions of colors in dynamic, changing effects, and yet are easy for customers to program and use. We know of no other vendor that can match our ability to deliver, from a single source, integrated lighting systems that include all the components and services necessary to design, install and operate sophisticated solid-state lighting displays for a wide range of applications.
 
  •   Reliability and Ease of Use of Our Systems. Our intelligent solid-state illumination systems are designed to be easy for customers to install and use, from their installer-friendly form factors, to their powerful and flexible digital control intelligence, to the intuitive drag-and-drop functionality of our light show authoring software. Our products are certified by Underwriters Laboratories and by similar certification organizations in Canada, Europe and elsewhere. Due to their mature design and our rigorous quality control processes, our systems are reliable and field proven, having been installed in thousands of customer sites worldwide.
 
  •   Ability to Rapidly Commercialize New Technologies. We work closely with our customers to conceptualize, develop and rapidly deliver to market products that meet their requirements as to functionality, performance, quality and price. Our product development cycle, from conception to commercial product release, is relatively short, typically ranging from six to twelve months. During 2003, we introduced more than 15 new products and major product enhancements, and expect to announce more than 30 new products and major product enhancements in 2004. We believe that our ability to rapidly bring to market new products incorporating advanced technology enables us to better serve our existing customers, as well as to quickly take advantage of opportunities in new markets as they arise.
 
  •   Breadth and Depth of Domain Expertise. The design, manufacture and installation of solid-state lighting systems is complex and presents unique technical, environmental and regulatory challenges. We have developed extensive know-how in electrical, optical, mechanical and thermal engineering which we use in developing and manufacturing our products and in providing a range of engineering, and support services to our customers. We also have extensive knowledge of the specialized

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  requirements of customers in a variety of vertical markets, such as the entertainment and theatrical lighting industries and the hospitality industry. We believe that our deep technical expertise and applications knowledge enables us both to deliver superior products and to better support our customers in designing, implementing and operating high-impact lighting installations.
 
  •   Proven Track Record. Our intelligent solid-state lighting systems have been installed in thousands of user sites around the world. At May 14, 2004, we had agreements with 25 OEM customers and licensees that we believe are developing or making products incorporating our technology in a variety of markets. We have gained the confidence of lighting and design professionals and their clients around the world, who rely upon us to deliver advanced technology, reliable, high performance products and comprehensive support services. We use our extensive portfolio of high-profile reference sites as an important selling tool, to evidence the breadth and depth of our experience, the quality of our products and the satisfaction of our customers.

Our Strategy

Our objective is to be the leading provider of intelligent solid-state lighting systems. We also seek to use superior digital control technology as a point of entry to new products, applications and markets. Our strategy in seeking to attain these objectives includes the following key elements:

  •   Extend Technology Leadership and Intellectual Property Position. We believe our proprietary technology and the protection afforded by our patent portfolio are significant competitive advantages. We further believe that as the technology involved in the design and manufacture of LEDs matures and standards emerge, the greatest opportunity to provide compelling new products and applications for solid-state lighting will come through advances in digital control technology. Our objective is to have our proprietary digital control technology become the de facto standard for solid-state lighting. We currently hold 28 patents and have more than 115 patent applications pending in areas ranging from production techniques to new methods and applications of digital control of solid-state lighting devices. We intend to continue to innovate by developing new advanced digital control techniques, exploring the capabilities of new generations of LEDs as they become available and refining our product engineering and manufacturing capabilities. We will seek, and where necessary, take appropriate action to enforce patent protection for these innovations. We will also seek to promote the adoption of solid-state lighting technology by participating in and cooperating with industry groups and standard-setting bodies.
 
  •   Leverage Core Technologies to Expand Product Offering. In our research and development efforts, we intend to focus on the digital control technologies that we believe provide our strongest competitive advantage, of which our patented Chromacore and Chromasic technologies already provide the core. We also intend to continue to expand our product line by adding new categories of lighting devices, enhanced digital control and authoring capabilities and new value-added services, with the goal of providing our customers with the most complete solution to their solid-state lighting requirements, whether simple or complex.
 
  •   Expand OEM and Licensing Businesses. We are devoting significant resources to further developing our OEM and licensing businesses. We seek to develop relationships with leading companies both inside and outside the lighting industry, with a view not only to expanding our market reach, increasing our total revenues and improving our profit margins, but also to promoting the rapid adoption of our digital control technology. We will continue to seek additional opportunities to license our technology to companies in industries that cannot efficiently be addressed by our direct sales force, manufacturers and distributors.
 
  •   Strengthen Brand Awareness. A key component of our marketing strategy is to strengthen awareness of our Color Kinetics, Chromacore and Chromasic brands. Our agreements with OEM customers and licensees generally require that OEM products containing our intelligent solid-state lighting modules be labeled with our Chromacore mark, and that products utilizing technology licensed from us be identified as licensed by Color Kinetics. We aim to reinforce the marketplace perception of high

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  quality of our products by branding their most important element: the digital control technology behind the system.
 
  •   Expand Direct Sales Operations and Distribution Channels. We use multiple distribution channels to extend the reach of our sales and support organizations, accelerate adoption of our intelligent solid-state technology in new markets and create additional sources of revenue. We intend to devote substantial resources to expanding these distribution channels, as well as to increasing the scale and geographical coverage of our direct sales efforts, particularly in international markets.
 
  •   Enter Markets Beyond High Performance Color Lighting. We believe that our patents and patent applications that are applicable to the white light market, which include techniques for controlling the color temperature of white light produced by solid-state lighting devices, will help us to move beyond our core specialty lighting market to more widespread application in the broader lighting market. We expect to introduce products in the white light market for the first time in the second half of 2004. We expect these products to include dimmable accent lights, high output linear lights using our new digital power processing technology, wall washers and linear strip lights.

Products and Services

We offer a broad range of intelligent solid-state lighting products and services that are designed to meet the diverse requirements of our customers. Our products combine the advantages of LEDs as a light source with the intelligence of digital control. Each lighting device includes a subassembly typically consisting of red, green and blue LEDs, mounted on a circuit board with a microprocessor. Using our patented Chromacore technology, the microprocessor drives the LEDs to provide millions of colors, controlling all aspects of the illumination, including color, brightness and special effects. Many of our newest products also employ our patent-pending Chromasic technology, in which a custom-designed integrated circuit combines power, communication and control in a single silicon chip, enabling a module the size of a pencil eraser and containing as few as four components to generate billions of color combinations. Our Chromasic technology also provides significantly increased flexibility in addressing and controlling large numbers of lighting addresses. We believe that the patented digital control technology that is embedded in our products enables features, performance and practical benefits that are not available from other vendors.

 
Products

We offer two principal product lines: lighting systems and OEM modules. Our lighting systems include all the hardware, software and other components necessary to implement dynamic, color lighting installations in interior or exterior environments. Our OEM products are a standardized line of solid-state modules that can readily be incorporated by other manufacturers in their products, enabling them to rapidly bring to market the benefits of our proprietary technology. We provide engineering, integration and technical support services to assist our customers in specifying, designing, integrating, installing and operating our systems.

 
Lighting Systems

Our lighting systems, marketed under the Color Kinetics brand, are typically specified by a lighting designer, architect or interior designer, and are purchased by electrical contractors or project owners for installation. Our lighting systems product line includes lighting devices, digital controllers and software, power and data supplies, peripherals and accessories.

 
Lighting Devices

We house subassemblies containing varying numbers and types of LEDs in enclosures of different shapes and sizes, to provide lighting devices that offer form factor, brightness, directional characteristics and other attributes that are appropriate for a variety of environments and purposes. We purchase the LEDs we use in our lighting devices from semiconductor manufacturers and combine them with other standard electrical components and enclosures, lenses and other components and subassemblies designed specifically for use in

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our products. Our lighting devices are available in a range of intensities, physical configurations and price points, and include the following:

  •   indirect cove lights in numerous configurations for alcove, under cabinet and backlighting (iColor Cove, iColor Cove NXT, iColor Cove EC, unoColor Cove);
 
  •   direct-view and indirect view linear lights for interior and exterior accents, contours and highlights (iColor Accent, iColor Fresco);
 
  •   intelligent “string lights” utilizing our Chromasic technology, suitable for interior and exterior illumination of three-dimensional shapes for signage, landscape, alcove and aisle lighting (iColor Flex SL);
 
  •   light tiles utilizing our Chromasic technology for recessed or surface mounting to create intricate, dynamic color light displays on interior and exterior ceilings, walls, facades or other surfaces (iColor Tile FX);
 
  •   replacement bulbs designed to be compatible with standard bi-pin and Edison-mount based fixtures (iColor MR and LightTro);
 
  •   architecturally-styled interior and exterior flood, spot and linear lights for washing walls and other large surface areas (ColorBlast 12, ColorBlast 6, ColorBurst 6, ColorBurst 4, ColorCast 14);
 
  •   fully submersible spotlights for use in fountains, landscaping, theme parks and marine applications (C-Splash 2); and
 
  •   high performance “border lights” that provide far-reaching casts of color for theatrical, entertainment, TV studio and architectural applications (ColorBlaze 72, ColorBlaze 48).
 
Digital Controllers and Software

Control technologies are at the heart of an intelligent solid-state lighting system. The objective of our digital control technology is to provide sophisticated control, easy-to-use interfaces and simplified integration. Our products support the DMX communication standard widely used to control theatrical lighting and stage equipment, and are also compatible with Ethernet protocols and other standard computer interfaces, as well as popular third-party architectural lighting control systems. Our control systems and authoring software eliminate the need for expensive lighting boards and automate the time-consuming process of manually programming each individual lighting address for each step in the progression of the light show.

We offer controller products suitable for applications ranging from small, simple installations to extremely large and complex installations. Our controller and software offerings include:

  •   entry-level controllers that allow the user to easily select pre-programmed lighting effects though the push of a button or a twist of the dial, for installations involving smaller numbers of lighting addresses (ColorDial, Synchronizer, Multi Synchronizer);
 
  •   mid-level digital storage and playback control devices that accept the download of custom lighting shows and play them back, for installations with up to 170 individual lighting addresses (iPlayer 2, Controller Keypad, SmartJack 3);
 
  •   authoring software with a graphical user interface that permits end users to design custom lighting shows on a PC, for download to one of our storage and playback devices or playback directly from a PC (ColorPlay); and
 
  •   advanced control system, consisting of integrated hardware and software modules, which dramatically reduces the effort involved in designing and playing back intricate, large-scale lighting effects. The Ethernet-based system is scalable to multiple DMX universes, permitting the control of tens of thousands of individual lighting addresses (Light System Manager).
 
Power Supplies, Peripherals and Accessories

We supply a range of power supplies, some including integrated Ethernet capabilities, designed specifically to provide power and send data from digital controllers to our lighting products. Additionally, we provide

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data enablers, addressing devices, wiring harnesses, power and data cables, adapters and other specialized components for use in installation of our products. We also sell lighting accessories that are used to direct and control the quality of light, particularly in theatrical or entertainment applications. In addition, numerous companies now offer peripherals and accessories specifically designed to be compatible with Color Kinetics products.
 
OEM Products

We offer a range of intelligent solid-state lighting modules and other products for sale on an OEM basis. Many of the subassemblies and components developed for use in our lighting devices are made available as OEM products. Our OEM offerings include:

  •   standardized modules, which we call Digital Light Engines, consisting of LEDs and microprocessors mounted on circuit boards, in various sizes, shapes and brightness configurations;
 
  •   replacement bulbs designed to fit into standard bi-pin and Edison-mount based fixtures (iColor MR and LightTro);
 
  •   digital controllers, authoring software and power/data supplies;
 
  •   custom designed subassemblies;
 
  •   components, including microprocessors and LEDs; and
 
  •   consumer novelty products which were previously marketed under the Color Kinetics Sauce brand and are now made available under license to OEMs, including battery-operated light wands and other novelty lights, color-changing light jewelry, and color-changing accent lights that plug into standard wall sockets.

OEM customers have incorporated our Digital Light Engines and other OEM products in applications in a variety of industries, including architectural and entertainment lighting, automotive aftermarket, pool and spa, aerospace and gaming. The purchase of a Digital Light Engine or other OEM product includes a license to use any applicable Color Kinetics patents. In most cases, our OEM customers market their products under their own brands. To promote awareness of our proprietary solid-state lighting technology and our brand, our agreements with OEM customers generally require that products that contain our OEM lighting modules be labeled with our Chromacore mark, and that products including our licensed technology be identified as licensed by Color Kinetics.

 
Services

We provide a range of professional services to assist our customers in specifying, designing, installing, and operating our lighting systems. We provide site surveys to assist in the specification of appropriate products, on-site installation supervision services to ensure that the system is properly installed and operational, and programming services using our authoring software tools to create customized light shows. When customers request that we develop specific modifications to our products in response to their specific requirements, we perform these non-recurring engineering services at the customer’s expense. We also offer technical support that includes extensive technical documentation, tutorials, software downloads, development tools and around-the-clock telephone hotline support.

We offer OEM customers technical support services to assist them in successfully integrating our technology in their products. They also receive detailed reference information covering thermal, power, optics, regulatory and other considerations affecting the integration of our OEM products, as well as guidance concerning the use of our authoring products and standard DMX and other control techniques.

 
Next Generation Products and Technologies

During 2004 we plan to announce a number of new technologies and new and enhanced products that we believe will continue to distance us from our competitors and broaden the market opportunities for our

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intelligent solid-state lighting systems. Among the most significant of these next generation products and technologies are the following:

  •   Digital power processing supply and drive technologies which enable the power supply to be integrated into the lighting unit, eliminating the need for a separate remote power supply. An installer can now run 110 or 230-volt line voltage directly to the light fixture, greatly simplifying installation complexity and reducing cost. This technology will be incorporated into a number of new products introduced in 2004.
 
  •   Linear indoor/ outdoor lighting products incorporating high output LEDs that will be our first product to feature our new digital power processing technology. An electrical contractor will be able to install long runs of these units on a standard 15-amp household circuit.
 
  •   A range of white light products, including dimmable and color temperature-controllable accent lights, linear high output lights using our new digital power processing technology, wall washers, and linear strip lights.
 
  •   Enhanced versions of our advanced authoring software with extended multimedia capabilities, as well as new hardware modules intended to simplify integration with third-party control systems and provide enhanced performance for ultra-large installations.

Markets and Applications

We believe certain key attributes are sought by most customers in all the markets we serve. These include:

  •   Flexibility: Lighting and design professionals seek flexibility in designing, locating and installing lighting displays in a variety of interior and exterior environments and on scales ranging from the intimate to the monumental.
 
  •   Performance: Users in these markets require systems that are capable of providing light of varying intensity in a full range of saturated colors that are accurate and consistent over time, and also are robust, reliable and energy-efficient.
 
  •   Control: Our customers demand control. They seek the creative freedom to create complex, dynamic lighting displays or shows, potentially involving thousands of individual light sources and including dramatic, color-changing effects such as fades, wipes and chases, animated graphics, coordination with musical or other programming, and interaction with external data sources such as building automation systems.
 
Lighting Systems

The markets for our lighting systems include the traditional markets for color-changing lighting such as theater and entertainment venues. However, many applications for this technology exist in additional markets such as retail merchandising, hospitality, signage, exhibits, and commercial and residential architectural spaces. Our lighting systems have been installed in thousands of end-user sites worldwide. The following table describes applications of our technology in selected target markets, and describes representative end-users or installation sites in each market.

     
Market Segment Representative End-Users or Installation Sites
 
Commercial and Civic Architecture    
 
Our lighting systems are used to differentiate and accentuate architectural elements in a wide variety of corporate offices, public spaces, bridges, monuments, fountains, government facilities, churches, schools, universities, and hospitals   Cathay Financial Center, Children’s Hospital Boston, Delaware River Port Authority, New York State Bridge Authority, Nortel Networks

Example: Northwest Airlines McNamara Terminal (Detroit) An 800-foot passenger tunnel, featuring sculpted art glass panels, stretch fabric ceilings, and custom-composed music is lit entirely by Color Kinetics’ systems. Nearly 9,000 feet of cove lights and 120 high output floodlights installed.

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Market Segment Representative End-Users or Installation Sites
 
Hospitality    
 
Hotels, casinos, cruise ships, restaurants, bars, and nightclubs add entertainment elements to their properties to attract and retain patrons. Dynamic lighting is an effective tool because much of this industry’s business comes alive in the evening hours   Carnival Cruise Lines, Foxwoods Resort Casino, Harrah’s Atlantic City, MGM Grand Hotel and Casino, Mohegan Sun, New York Marriott Marquis, Rainforest Café, Royal Caribbean International, Sands Casino Hotel, Sheraton Seattle

Example: Hard Rock Hotel & Casino (Las Vegas) Color Kinetics systems replaced a conventional lighting system to illuminate the 120-foot façade of this landmark hotel and casino, delivering not only new levels of creative capabilities, but also ease of maintenance and energy conservation.
 
Retail and Merchandising    
 
Retailers competing for customer attention add entertainment value to the shopping experience by using dynamic lighting in their overall store design, in visual merchandising programs, and in store window displays   Esprit, Harrods, Limited Too, Michael K, Saks Fifth Avenue

Example: Pokèmon Center (New York) Color Kinetics systems are used throughout the store’s 10,000 square foot retail space in ceiling accents, domes, interior displays and a street level window display.
 
Entertainment, Events and Theatrical Production    
 
Theaters, concert halls, amusement parks, themed environments, and producers of live performances and events make extensive use of dramatic theatrical lighting and appreciate the enhancement dynamic lighting adds to set design, stage lighting and themed displays   Brunswick Zone, Goodman Theater, NBA and NHL All-Star Games, N’Sync Performance/ MTV Video Music Awards, Symphony Hall/ Boston

Example: Hairspray (Broadway musical) The set of the award-winning musical Hairspray features a unique backdrop comprising hundreds of digitally controlled points of color-changing light designed using Color Kinetics systems. Over 600 spotlights are installed.
 
TV Production    
 
Studio-based television news programs, game shows and talk shows use dynamic lighting to add excitement, glamour and identity to show set designs and fill lighting   Super Millionaire

Example: Wheel of Fortune (Sony Pictures Television) The set of this popular television game show features several applications of our technology, including the famed wheel itself, the state-of-the-art electronic puzzle board and the frame of two large TV monitors.
 
Electronic Signage and Corporate Identity    
 
Signage and point of purchase designers and fabricators use dynamic lighting in projects such as backlit and uplit displays, glass signs, interior or exterior signs, and channel letters   Brookstone, Legal Sea Foods, ClearChannel Spectacolor (Washington Mutual Bank)

Example: Loews Theaters (New York) The six-story sign for the flagship Times Square theater uses our custom designed floodlights within the Loews letters to create dazzling synchronized lighting effects.

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Market Segment Representative End-Users or Installation Sites
 
Residential Architecture    
 
Specialty and accent lighting are used in residential projects for applications such as cove, cabinet, under counter and landscape lighting and home theaters   Private residences worldwide

Example: Hawaii Residence Our systems are used throughout a contemporary home, from the grand hallway, to the master bedroom, to the home theater.
 
Exhibits, Display, and Museums    
 
Dynamic lighting is used in trade show booths and museum displays to highlight featured areas or to add impact and entertainment value to the overall display   The Mary Baker Eddy Library, Henry Art Gallery, Metropolitan Museum of Art/ New York, The Children’s Museum of Indianapolis

Example: Sub Postmaster 2003 (London, England) At the annual Post Office and Convenience Retailing show in London, our systems illuminated the interior of an ultra high-tech tunnel that was the exhibit’s focal point.
 
OEM and Licensing Markets and Applications

We seek to establish OEM relationships with companies that we believe are leaders in their respective markets, offer high quality products, have strong product development and distribution capabilities and can rapidly bring to market the benefits of our proprietary technology in markets that are not otherwise served by our direct sales efforts.

We actively seek to license our patents and technology, both in the architectural lighting market and in specialty lighting markets. We typically require that OEM products interoperate with our control systems, consistent with our objective of establishing our control systems as the industry standard for intelligent lighting systems.

In our licensing efforts we seek to negotiate high royalty rates that reflect the value of our technology and know-how and our patent position. Other factors that influence royalty rates include product margins, committed minimum royalties, fixture prices, the market position of the partner, and other factors.

In general, we do not enter into exclusive OEM agreements or licenses except where we believe that a single company has a strong position in a vertical market.

A partial list of our current OEM and licensing customers, and their market segments, is as follows:

Architectural Lighting:

Arc Lighting Systems: a manufacturer of architectural lighting

Sistemalux: a Canadian manufacturer of architectural lighting

Targetti Sankey: an Italian manufacturer of architectural lighting

Visa Lighting: a manufacturer of architectural lighting

Zumtobel Staff Lighting: a division of Zumtobel AG, an Austrian manufacturer of architectural lighting and control systems

Automotive Aftermarket Lighting:

Theory3: a manufacturer of automotive aftermarket products

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Entertainment Lighting:

Altman Stage Lighting: a manufacturer of theatrical lighting products

Cinepronic: a Mexican manufacturer of theatrical lighting products

Pool and Spa:

Balboa Instruments: a manufacturer of OEM control systems in portable and above-ground spas

Hayward Pool Products: a manufacturer of pool and in-ground spa products

Consumer Products:

Display Supply and Lighting: a licensed reseller of consumer products

Holmes Group: a manufacturer of a diversified line of consumer products

Landscape Lighting:

Pathlight: a British manufacturer of paving lights

Aerospace:

B/E Aerospace: a manufacturer of cabin interior products for commercial aircraft and business jets, and an aftermarket distributor of aerospace fasteners

Digital Entertainment and Gaming:

James Industries: a sub-assembly manufacturer and distributor for the coin-operation market, including slot machines, vending machines, pinball machines, pachinko machines, and jukeboxes

Mikohn Gaming: a manufacturer of gaming devices

Touchtunes: a Canadian manufacturer of digital downloadable jukeboxes

We are exploring opportunities in additional vertical markets in which we believe our technology could find ready application. In certain of these markets we have already obtained patents or have patent applications pending to protect the use of our proprietary technology. Potential OEM and licensing markets currently under evaluation include:

  •   agriculture
 
  •   automotive OEM suppliers
 
  •   defense systems
 
  •   machine vision
 
  •   medicine
 
 
  •   photography
 
 
  •   salon and beauty

Intellectual Property Strategy and Technology

Our intellectual property strategy has two elements. We employ a market-driven intellectual property strategy, intended to establish a strong patent position in each of three areas: the color architectural lighting market; other specialty markets for color lighting applications; and the general white light market. We also employ a technology-driven intellectual property strategy, focused on obtaining patents that cover our innovations at all levels, ranging from core technology and products to high-level control systems, complete lighting systems, applications and methods of use.

Our intellectual property strategy is directed by a cross-functional team that includes both of our co-founders and other members of senior management, executives from the OEM and licensing and engineering groups and inside and outside patent counsel. Since our inception, we have sought to build a patent portfolio that will protect our core business and provide high-value licensing potential. Rather than filing short, narrow patent applications on core technologies and products, as is typical of the

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semiconductor and lighting industries, we generally file extensive patent applications, usually hundreds of pages long. Accordingly, we have disclosed many different technologies and market applications in each filing, including not only our own implementations, but also identifiable alternatives and design-around solutions. We file continuation and divisional applications as appropriate, with the objective of generating multiple patents from each application, ideally with overlapping coverage that applies to many different products and markets. We have 28 issued patents and over 115 pending patent applications, including foreign applications in many jurisdictions.
 
Fundamental Technology Patents

As an early entrant to the solid-state lighting market in 1997, we sought to patent many aspects of intelligent solid-state lighting systems that we consider to be fundamental to our business.

One of our earliest patents protects our Chromacore technology, a method of controlling the intensity and color of light provided by multiple colored light sources such as LEDs. Chromacore applies the previously known technique of pulse-width modulation, whereby each LED is switched on and off so rapidly that the human eye perceives the LED as constantly lighted, with an intensity that is proportional to the duration, or “width,” of the pulses of light (i.e., that corresponds to the percentage of time that the LED is switched on, rather than off). If multiple LEDs of different colors are driven in this way, the result, as seen by the human eye, is a single, mixed color, based upon the perceived intensity of each colored light source. Our Chromacore technology is a proprietary method of implementing pulse-width modulation through software and firmware that is embedded in a microprocessor, which drives the LEDs. Chromacore technology is incorporated in each of our color-changing solid-state lighting modules, including white light products we expect to release in 2004.

Many of our patents and patent applications apply to digital control technologies that we use in all of our served markets, such as:

  •   pulse-width-modulation systems for driving solid-state lighting components to produce color changes in response to a data signal, embodied in our Chromacore technology, as well as other driving techniques, such as pulse amplitude modulation;
 
  •   improved drive circuits for high-power LEDs;
 
  •   interfaces for delivering control signals to solid-state lighting devices over networks using a variety of standard communications protocols, including Ethernet and DMX (the industry standard for theatrical lighting);
 
  •   methods for conveniently associating network addresses of solid-state lighting devices that are deployed in large or complex arrangements with physical locations, including smart sockets, smart network cables, and a linear addressing protocol that is embodied in our proprietary Chromasic chip;
 
  •   authoring systems for complex lighting shows and effects, including object-oriented systems that translate inputs like Flash software animation and video into corresponding lighting control signals;
 
  •   user interfaces for solid-state lighting systems, including players for downloading and conveniently delivering control signals for shows and effects to solid-state lighting units; and
 
  •   operating system software and related hardware for conveniently delivering complex shows and effects rapidly over a network.

In addition to control technologies, we have designed and optimized thermal, power, mechanical and optical aspects of our systems. For example, we have developed:

  •   thermal management systems for solid-state lighting, including conductive and convective systems designed to optimize retrofitting solid-state lightings into conventional sockets and fixtures;
 
  •   power systems for solid-state lighting illuminators, including combined power/data systems embodied in our Smartjuice technology, power factor control systems, methods for allowing solid-state lighting to operate with conventional line voltage, and systems for placing solid-state lighting units on dimmer circuits;

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  •   mechanical systems for enabling solid-state lighting, including circuit boards for architectural lighting fixtures and mechanisms for allowing solid-state lighting systems to retrofit into conventional sockets and fixtures; and
 
  •   optics for solid-state lighting systems, such as lenses, diffusing tubes and diffusing panels.

Our patents and patent applications apply to solid-state lighting implementations using many forms of semiconductor lighting in addition to LEDs, including emerging solid-state technologies such as organic LEDs, fluorescing chemicals, luminescent polymers, and others.

 
Market-Driven Intellectual Property Strategy

In addition to obtaining patents directed to fundamental technologies used in our products, we also seek patent protection for methods of using our technology in specific markets and applications. For example, in the architectural lighting market, we have patents that are directed to:

  •   various architectural lighting fixture types, including wall-washing lights, linear lighting fixtures, and tile lights;
 
  •   lamps, bulbs, and circuit boards designed to work with architectural lighting fixtures;
 
  •   methods to make solid-state lighting systems compatible with the installed fixtures and wiring for traditional lighting; and
 
  •   methods for illuminating materials in architectural lighting environments based on features of the materials.

Other vertical markets to which we have directed patents and patent applications that relate to industry-specific applications and methods of use include, pools and spas, transportation environments, automotive aftermarket lighting and a number of other markets in which we already have, or are pursuing, OEM and licensing relationships.

 
White Light Technology

A number of our patents that apply to color solid-state lighting in the architectural lighting market and the specialty lighting markets also apply to the white light market, as white light color temperature control is one implementation of general color control. In addition to those relating to white light color temperature control systems, we have patents and patent filings covering:

  •   placing solid-state lighting systems on dimmer circuits;
 
  •   mechanical and electrical systems for retrofitting solid-state lighting systems into fixtures and sockets for traditional lighting sources, such as incandescent, fluorescent, and halogen;
 
  •   color temperature control systems for producing high-quality white light from solid-state lighting systems; and
 
  •   methods for using white light systems in a variety of environments, such as retail, beauty, medical, machine vision, and other environments where light quality is important.

We believe that our patent activity in color solid-state lighting systems and the applicability of many of those patents in the white light market provide us with an opportunity to take a leadership position in intellectual property for the white light market. We also have other innovations in the white light field and are actively working to extend our patent coverage in that market.

 
Intellectual Property Protection

Because the patent position of technology companies involves complex legal, scientific, and factual questions, the issuance, scope, validity and enforceability of patents cannot be predicted with certainty. Issued patents can be challenged, invalidated, or circumvented. Furthermore, others may independently develop alternative products or technologies that compete with our patented products. Thus, our patents may not provide adequate protection against competitors.

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We also attempt where appropriate to protect our proprietary information with contractual arrangements and under trade secret laws. Our employees and consultants generally enter into agreements containing provisions with respect to confidentiality and the assignment of rights to inventions made by them while in our employ that relate to our business. We cannot assure you that the degree of protection offered by trade secret laws and by our contracts will be sufficient to protect our intellectual property rights. Moreover, the laws of many foreign countries may not protect our intellectual property rights to the same extent as do the laws of the United States.

In recent years, there has been significant litigation involving patents and other intellectual property rights. We have from time to time been notified of claims alleging that we are or may be infringing patents or intellectual property rights owned by third parties. A company that we sued for patent infringement in 2002, against which we still have litigation pending, recently acquired a patent from a third party and sued us for infringement of that patent. We could be sued by other parties for patent infringement in the future. Such lawsuits could subject us to liability for damages and invalidate our proprietary rights. In addition, intellectual property lawsuits may be brought by third parties against OEM and licensing customers that incorporate our intelligent solid-state lighting technology in their products. Plaintiffs in intellectual property cases often seek injunctive relief, sometimes on a preliminary basis before trial, which, if granted, could require us to stop selling products that contain the allegedly infringing intellectual property or take other actions that could be harmful to our business. If we were to be found liable for infringement of proprietary rights of a third party, the amount of damages we might have to pay could be substantial and is difficult to predict.

In addition to being subject to claims by third parties that we infringe their proprietary rights, we have in the past asserted, and may in the future assert, our intellectual property rights by instituting legal proceedings against others. We are currently the plaintiff in two patent infringement lawsuits. We cannot assure you that we will be successful in enforcing our patents in those or any other lawsuits we may commence, and any such litigation could result in a determination that one or more of our patents are invalid or unenforceable.

Whether we are defending the assertion of intellectual property rights against us or asserting our own intellectual property rights against others, such litigation can be complex, costly, protracted and highly disruptive to our business operations by diverting the attention and energies of our management and key technical personnel.

Sales and Marketing

We sell our intelligent solid-state lighting systems and OEM products through our direct sales force and through our global network of manufacturer’s representatives and distributors. At June 10, 2004, our direct sales force consisted of 20 sales professionals. These include direct sales, OEM sales and inside sales representatives, sales managers, and sales support personnel, located at our headquarters in Boston, Massachusetts, in the United Kingdom, in Hong Kong and elsewhere in China.

The sales channel for our intelligent solid-state lighting systems varies by application. For example, we typically serve the architectural lighting market in North America through manufacturer’s representatives who call on lighting designers, architects and other specifiers to educate them about the capabilities of our systems, promote the use of our products in particular projects, and assist in the design and implementation phases of the project. By contrast, we typically serve the entertainment niche through dealer/distributors who have expertise in the specialized requirements of the theatrical or television studio environment, and who provide system integration services. Other customers, such as national retailers with multiple locations, are served directly by our sales force.

Our indirect distribution network consists of manufacturer’s representatives throughout North America and dealer/distributors and value added resellers, or VARs, who stock our products and provide integration services in local markets worldwide. In North America, we refer orders for smaller lighting systems, generally those having a value of less than $10,000, to our distributor Color Kinetics Distribution, Inc., which is not affiliated with Color Kinetics. Distribution in Japan is carried out by Color Kinetics Japan, a

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joint venture in which we hold a 50% interest. We intend to increase the size of our direct sales force, both domestically and abroad, and to develop relationships with additional dealers, distributors and VARs.

We have developed strong relationships with prominent lighting designers, interior designers, architects and other professionals who design and oversee the installation of advanced lighting systems and influence the opinions and practices of others in the lighting industry. In the OEM market, we have entered into relationships with manufacturers of lighting equipment and related products who are, we believe, leaders in their respective market segments and can offer both significant expertise and broad distribution capabilities in selected target markets. Our relationships with these specifiers, influencers and industry participants enable us to educate the marketplace as to the benefits of our intelligent solid-state lighting systems. They also give us early notice of industry trends and assist us in developing and bringing to market products that are responsive to the evolving needs of the marketplace.

We host educational seminars, distribute product samples for demonstration purposes and make available an extensive portfolio of reference installations that showcase the use of our products by well-known architects and designers in prominent applications in various markets. We also maintain a marketing and marketing communication program, which conducts active media outreach to gain editorial coverage of our products and services in appropriate trade and business publications.

We have been active in solid-state lighting initiatives in industry organizations such as the National Electrical Manufacturers Association and the Illumination Engineering Society. We believe our participation in efforts to standardize the solid-state lighting field will help promote the wider use of solid-state lighting as well as further our standing as a leader in the field. We participate actively in industry events and trade shows and our executives frequently speak at conferences and seminars on subjects related to intelligent solid-state lighting.

Government Programs

The US Department of Energy, or DoE, has shown keen interest in development of solid-state lighting technology, because of its potential for large energy savings. The DoE has commissioned several studies that have concluded that substantial energy savings would result from use of solid-state lighting technologies. The DoE is actively funding further research and development initiatives in solid-state lighting within government and academic laboratories as well as many industry programs. The Environmental Protection Agency’s Energy Star program, an information and branding program facilitating identification and purchase of energy efficient products, includes standards for certain solid-state lighting systems, such as LED-based traffic signals and exit signs. Government agencies in other parts of the world, including the European Union, Canada, Japan, Taiwan and Korea, are also putting programs in place to encourage the adoption of energy-efficient devices such as solid-state lighting. We believe that government initiatives such as these are indicative of the long-term promise of solid-state lighting and also have the potential to accelerate the development and adoption of solid-state lighting systems.

Research and Development

Our products require the sophisticated integration of electronics, mechanical engineering, optics, thermal management, integrated circuit design, software and network communications technology. Our scientists and engineers design solid-state lighting modules, lighting devices, power sub-systems, digital controllers, application-specific integrated circuits, microprocessor firmware, applications software and network communications software, among other things.

We conduct separate programs for fundamental technology research and product development. Our fundamental technology research team, which includes our co-founders, is augmented by experts in digital control systems, software, electrical, thermal and optical engineering and power systems. Inventions by our fundamental technology research team are captured in patent applications and evaluated for their potential to be embodied in products. The most promising inventions are subjected to a rigorous product development process that includes feasibility analysis, market research and customer feedback. Products

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that receive market validation in this process are added to our product roadmap and are assigned aggressive engineering and development milestones leading to product introduction.

We perform research and development at our facilities in Boston and in Shenzhen, China. Our research and development expenditures for 2001, 2002 and 2003 were $2.8 million, $2.8 million, and $2.5 million, respectively.

Manufacturing, Distribution and Quality

We use contract manufacturers, primarily in China, to manufacture our products. These contract manufacturers supply all necessary labor and raw materials, other than LEDs and certain other key components. Recognizing the importance of managing our supply relationships through the use of on-site personnel, in early 2003 we opened an office in Shenzhen, China. This office is staffed by engineers and supply chain management and quality specialists, who are able to communicate on a daily basis with our contract manufacturers. We also maintain a warehouse facility in Shenzhen where we maintain an inventory of LEDs and other critical components, such as the ASICs used in our Chromasic technology. This close communication with our contract manufacturers and local staging of critical components helps us to maintain quality, tightly monitor our supply chain and accelerate our product development cycles.

We employ rigorous quality control procedures, conducting failure mode effect analysis during product design and conducting testing and acceptance of products at the contract manufacturers, including testing and burn-in of all solid-state lighting components to ensure proper function before shipment.

We source LEDs and other standard electronic components from a variety of solid-state lighting manufacturers. We depend on a small number of suppliers for certain components critical to the operation of our solid-state lighting systems. For some of these components we have only a single qualified supplier. For example, we currently purchase all the ASICs used in our Chromastic products from a single vendor. Similarly, we have a single qualified source of packaged power LEDs that we use in some of our products. We currently are qualifying multiple sources of power LEDs and white LEDs to better assure ourselves of adequate supplies of these components at reasonable costs. The process of identifying a qualified vendor and obtaining components in needed quantities from the new vendor is a time-consuming process, which can take from six to nine months or more. Our systems incorporate standard electronic components and other raw materials that are typically available from a number of vendors. However, we have in the past occasionally experienced delays in delivery or shortages of such components and materials. We typically do not enter into long-term agreements with our vendors, and thus in general have no contractual assurances of continued availability or favorable pricing of components and raw materials utilized in our systems.

One of the most significant challenges in semiconductor lighting markets is color consistency. Despite the efforts of semiconductor manufacturers to increase quality and consistency, LEDs of the same type from a single manufacturer can vary significantly in wavelength and intensity. Manufacturers place groups of similar LEDs in lots, or bins, that have similar color characteristics; however, if only a limited set of high-quality bins are used, then the manufacturer’s yield falls and the unit cost of the device typically increases. To address the need for color consistency while also facilitating the use of LEDs from a wider range of bins, we developed proprietary software, known as Optibin, for grouping LEDs from a wide range of different bins into lighting devices that produce light that is highly consistent from device to device. We license the Optibin software to our LED manufacturers, solely for use in sorting products for us, so that they can group LEDs from a wider range of bins for us, thus improving quality and reducing our costs.

We also outsource the order fulfillment function for our products. Large orders are fulfilled through a supply chain fulfillment center operated by a third party or by shipment direct from the contract manufacturer. Smaller orders, generally for less than $10,000, are fulfilled in the United States and Canada through an unaffiliated fulfillment organization, Color Kinetics Distribution, Inc., and in Europe by an unaffiliated distributor.

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Certification and Compliance

We have developed and maintained a core competency in certification and listing processes for solid-state lighting systems. We believe we were the first to provide Underwriters Laboratory or UL-listed and UL-classified products for intelligent solid-state lighting. Where appropriate in jurisdictions outside the United States, we obtain other similar national or regional certifications for our products. Our broad knowledge and experience with electrical codes and safety standards has facilitated installation of our products even in municipalities with strict codes. Since existing codes and standards were not created with solid-state lighting systems in mind, we have worked closely with organizations that oversee codes and standards that are germane to solid-state lighting systems. We believe that certification and compliance issues are critical to adoption by customers, and our expertise in these areas provides us with an advantage over competitors.

Competition

In the high performance lighting markets in which we have primarily competed to date for the sale of our intelligent solid-state lighting systems, competition is fragmented. Our systems compete with lighting products utilizing traditional lighting technology provided by many vendors. In addition, we face competition from a smaller number of manufacturers of traditional lighting equipment that have developed one or more solid-state lighting products. In general, each of these competitors has, to date, offered only a limited range of solid-state lighting products, often directed to narrow applications, and none, to our knowledge, is currently able to offer an integrated digital control system such as ours, or the breadth of products and services that we provide.

In the white light market, which we plan to enter in 2004, we expect to encounter competition from some of the types of competitors described above. Additionally, to the extent that we seek to introduce white light products for use in general lighting applications, such as retrofit bulbs and lamps for standard fixtures, we expect to encounter competition from large, established companies in the general lighting industry such as General Electric, Matsushita, Osram Sylvania and Philips Lighting, each of which has, we believe, undertaken initiatives to develop white light LED technology. These companies have global marketing capabilities and substantially greater resources to devote to research and development and other aspects of the development, manufacture and marketing of solid-state lighting systems than we do.

In each of our markets, we anticipate the possibility that LED manufacturers, including those that currently supply us with LEDs, may seek to compete with us by introducing more complete systems that do not infringe our patents.

Employees

As of June 10, 2004, we had 79 full-time employees, including 26 in sales, marketing and licensing, 37 in research and development and product related support service, including product management, engineering, supply chain management and quality and 16 in general and administrative functions. Of these, 65 are employed at our headquarters in Boston, Massachusetts and elsewhere in the United States, and the remainder are employed in the United Kingdom, Germany and China. From time to time, we also employ independent contractors and temporary employees to support our general and administrative functions, engineering and supply chain management. None of our employees is represented by a labor union, and we have never experienced a work stoppage. We believe that our relations with our employees are good.

Facilities

Our headquarters are located in Boston, Massachusetts, where we lease approximately 44,000 square feet under a lease expiring in August 2007, with a five-year renewal option. We occupy approximately 24,000 square feet of this space, and sublease the balance of this space to an unrelated party under a sublease expiring in August 2007. We expect that these facilities will be adequate to meet our needs through the end of 2005, and that suitable additional or substitute space will be available thereafter as

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needed. We also lease approximately 2,000 square feet of office space used by our manufacturing, supply chain management and quality control personnel and an additional 4,000 square feet of warehouse space used for staging of raw materials and finished goods, in Shenzhen, China. The leases for our facilities in China have remaining terms of between one and two years.

Legal Proceedings

 
Super Vision International, Inc.

In March 2002, Super Vision International, Inc., or Super Vision, filed a lawsuit in the United States District Court for the Middle District of Florida seeking a declaratory judgment that certain of our patents are invalid, that Super Vision’s products do not infringe the patents in question, and that the patents are unenforceable. Super Vision subsequently amended the complaint to add claims for interference with prospective business relationships, unfair competition, trade disparagement and defamation.

In June 2002, we filed a lawsuit against Super Vision in the United States District Court for the District of Massachusetts. In this litigation, we allege that certain products of Super Vision, including solid-state architectural lighting fixtures, pool lights and spa lights, infringe five of the patents at issue in Super Vision’s declaratory judgment action. Proceedings in our lawsuit against Super Vision were temporarily stayed for the purpose of pursuing settlement negotiations, but these negotiations were not fruitful.

Upon renewal of the proceedings, Super Vision’s lawsuit in Florida was removed by the court to the United States District Court for the District of Massachusetts, where our motion to consolidate the two cases is pending. The cases are in the discovery phase, with a so-called “Markman” hearing on patent claim interpretation scheduled for October 2004 and trial scheduled for January 2005. We believe that Super Vision’s claims of invalidity, unenforceability and non-infringement of the patents at issue in our infringement suit against Super Vision, and its claims against us of interference with prospective business relationships, unfair competition, trade disparagement and defamation, are without merit.

On March 4, 2004, Super Vision announced that it had acquired from High End Systems a patent relating to variable color lighting systems. On March 5, 2004, Super Vision filed a lawsuit in the United States District Court for the Middle District of Florida alleging that Color Kinetics has infringed the High End patent and seeking damages of $10.5 million. We had previously investigated the High End patent and concluded that our products and technology do not infringe any valid claim of the patent. Accordingly, we believe that Super Vision’s High End Patent Lawsuit is without merit and intend to defend against it vigorously.

 
TIR Systems, Ltd.

In April 2004, we commenced an action in the United States District Court for the District of Massachusetts against TIR Systems, Ltd., a supplier of traditional lighting products used primarily in corporate identity, commercial and industrial applications that has recently begun to market solid-state lighting products. In our complaint, we allege that solid-state lighting products sold by the defendant infringe multiple patents owned by us, and we seek injunctive relief, damages, and attorney’s fees.

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