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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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