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behalf of Research II for the purpose of developing and
perfecting the new technology and associated patentable and
nonpatentable inventions, know-how, and trade secrets.
All property rights in the new technology and all items of new
technology were to be the sole and exclusive property of
Research II.
In consideration of CemCom's performing research and
experimental services on behalf of Research II, the research and
development agreement provided that Research II was obligated to
pay CemCom $2,750,000, plus interest at an annual rate of 10
percent of the unpaid balance. Payments were to be made as
follows: (1) $950,000 in cash upon execution of the research
and development agreement; and (b) $1,800,000 in a promissory
note. Payments under the promissory note were to be made as
follows: (1) $325,000 of principal payable on November 1, 1983;
(2) $275,000 of principal payable on January 3, 1984; and (3)
$1,200,000 plus all accrued and unpaid interest at the annual
rate of 10 percent (totaling $294,583.33) payable on December
31, 1984. All such payments were with recourse to Research II
and its partners.
The research and development agreement also provided that
Research II could notify CemCom on or before December 31, 1984,
and the $1,494,583.33 could be restated as principal and
amortized at 14 percent per year in nine consecutive semiannual
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Last modified: May 25, 2011