Research Two Limited Partnership - Page 11




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          licensing agreement (1984 licensing agreement) which granted                
          CemCom the exclusive right and perpetual worldwide license to               
          the new technology.  The 1984 licensing agreement provided a                
          royalty rate to Research II at less than the rate provided in               
          the technology transfer agreement and provided for minimum                  
          royalties as follows:                                                       
                         Within 90 days            $12,000                            
                         6/30/85                   285,000                            
                         1/01/86                   285,000                            
                         6/30/86                   285,000                            
                         1/01/87                   285,000                            
                         6/30/87                   285,000                            
                         1/01/88                   285,000                            
                         6/30/88                   285,000                            
                         1/01/89                   285,000                            
                         6/30/89                   285,000                            
               The revised royalty arrangement enabled Research II to                 
          maintain a profit potential, at a minimum, equal to the                     
          difference between the minimum royalties and the deferred                   
          obligation to CemCom.                                                       
               Also, on September 27, 1984, Research II and CemCom entered            
          into a first amendment to the research and development agreement            
          which provided that both parties had fully complied with all                
          requirements of the research and development agreement and that             
          the new technology had reached the stage where further                      
          development would no longer qualify as research and development             
          under section 174.  The first amendment further canceled                    
          CemCom's agreement not to do research within the specific scope             
          and definition of the research program for other parties.                   





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Last modified: May 25, 2011