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payments of $229,398.32 each, with the first payment due on June
30, 1985. If Research II elected that option, any interest
accrued on the unpaid balance after December 31, 1984, was
without recourse to any partner. Moreover, if there were
insufficient funds within Research II to make the semiannual
payments, payment could be deferred until June 30, 1989. If
Research II failed to pay by June 30, 1989, Research II would be
in default under the research and development agreement, and
CemCom could exercise its rights as a creditor against Research
II and its limited partners.
On December 29, 1982, Research II and CemCom entered into a
technology transfer agreement. Pursuant to the terms of the
technology transfer agreement, Research II licensed, on a
nonexclusive basis, the rights to certain technology from
CemCom. Research II also entered into a license agreement with
Research I Limited Partnership (Research I).3 The CemCom
licenses enabled Research II to use all proprietary information
of CemCom and Research I necessary to proceed with the research
and development activities required under the research and
development agreement.
The technology transfer agreement also granted CemCom the
option, exercisable between June 30 and July 31, 1984, to enter
3 Research I Limited Partnership is also a Maryland limited
partnership in which Dennis Townsend and Townsend & Co., Inc.,
are general partners.
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