Medieval Attractions N.V - Page 101

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          licensees pay to Manver a royalty fee equal to a percentage of              
          the total gross sales derived from the services listed                      
          thereunder, with the percentage established as 10 percent for the           
          first year, 12.5 percent for the second year, and 15 percent for            
          each year thereafter.  The percentages were within the range                
          suggested by Forsyth in the November 1986 draft letter. The draft           
          letter was prepared several months after the date placed on the             
          licensing agreements.  The agreements were for a duration of                
          5 years.                                                                    
               The MANV licensing agreement was dated May 27, 1986, with              
          payments beginning November 30, 1987.  The MTNV licensing                   
          agreement was dated August 1, 1986, with payments beginning                 
          July 31, 1987.  Both documents stated:  “The first payment is due           
          183 days after commencement of operations by LICENSEE.”  The MTNV           
          agreement was signed by Mayol for Manver, Sans for MTNV, and                
          Watson as a witness.  Watson dated his signature March 30, 1987.            
          The MANV agreement was signed by Mayol for Manver and by                    
          A. Gelabert for MANV.  The language in both of the documents was            
          substantially identical to the language in the draft of a                   
          licensing agreement prepared by Hokanson and forwarded to Forsyth           
          on November 11, 1986, which was several months after the date of            
          the licensing agreements.  The differences between Hokanson’s               
          drafts and these two licensing agreements were the parties’                 
          names, dates, and payment terms.                                            
               Gatetown’s stock was held by de Oteyza and Mayol into 1987.            




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