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All technology developed, whether or not capable of
patent or trademark registration, shall be the sole
property of Investor * * * [Cactus Wren] and shall be
the subject of the License Agreement being concurrently
executed by the Investor * * * [Cactus Wren] and
Townhill Equities, Inc.
At all times, Mesa and Townhill Equities, Inc., had identical
ownership.
Section B, paragraph 1 of both of the R&D agreements further
provide that "The research to be performed shall be solely at the
direction of the Contractor * * * [HTP, MBP] and the Investor * *
* [Yuma Mesa, Cactus Wren] shall have no right of participation
therein."
The exclusive license agreements executed by Yuma Mesa and
Cactus Wren were also identical. On December 31, 1982, Yuma Mesa
executed an exclusive license with Mesa, granting Mesa
(Licensee), "the exclusive right to utilize the technology
developed for the account of the Licensor * * * [Yuma Mesa]" in
return for the payment by the Contractor/Licensee * * * [MBP] of
royalties based upon future sales. Pursuant to the licensing
agreement, these "royalties shall be payable to Licensor * * *
[Yuma Mesa] based upon cumulative annual gross revenue from sales
as follows:
(a) 0 to $242,100 0.0%
(b) $242,101 to $322,800 3.0%
(c) $322,801 to $403,500 10.0%
(d) $403,501 to $565,000 25.0%
(e) $565,001 to $807,100 37.0%
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