Medieval Attractions N.V - Page 27

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          Petitioners' argument is unpersuasive for several reasons.  As we           
          concluded earlier, Manver did not own the rights to the                     
          intangibles so there was no reason for MSI and MDT to pay                   
          royalties to Manver.  The heavy burden imposed by the alleged               
          royalties simply casts further doubt on whether the rates were              
          reasonable.  In fact, because Manver, MSI, and MDT were all                 
          controlled by the same individuals, the alleged financial                   
          hardship was self-imposed and could easily have been remedied by            
          reducing the royalty rates.  The record is replete with                     
          additions, alterations, and revisions to agreements.  Petitioners           
          included in the lump-sum amounts royalty payments of                        
          $5.85 million for a second California castle and a New Jersey               
          castle, neither of which was built yet.  The second California              
          castle never opened.  There is neither credible evidence nor                
          reason to believe that an unrelated party would have been willing           
          to pay $5.85 million in advance for royalty payments on                     
          speculation as to possible future need for the intangibles.                 
               Petitioners' position is further weakened by the amendments            
          to the MSI/MDT and Manver royalty agreements that provided for              
          payments in excess of the lump-sum amounts if either MDT's or               
          MSI's gross sales exceeded certain base amounts.  The amendments            
          provided that MSI and MDT were to pay Manver 15 percent of their            
          gross sales that were in excess of the base amounts.  An                    
          agreement to pay additional royalties, in excess of the lump-sum            
          amounts, is inconsistent with the claim that the original lump-             




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