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The R & D Agreement provides that it would terminate at the
later of (1) the passage of 1 year, or (2) when Systems delivered
a final report “acceptable to IRC”.14
2. Exclusive License Agreement
Under the exclusive license agreement, IRC transferred to
Systems certain rights in exchange for a royalty interest.
The exclusive license agreement obligated Systems to remit to IRC
royalty payments equal to 10 percent of the gross revenues
Systems derived from the sale of “Demonstration Discs” and “Core
Concepts in Science and Mathematics” for the term of the
exclusive license agreement, discussed below. Systems was
further obligated to remit to IRC royalties of 10 percent of the
gross revenues Systems derived “from the sale of any other
products based upon or embodying the Demonstration Discs”, for a
period of 5 years. At some point, RIC became a party to the
exclusive license agreement.
The term of the exclusive license agreement is set forth in
section 2.04 thereof, which provides as follows:
2.04. Duration.
(a) The Exclusive License shall continue in
effect until such date (the “Date of Termination”) as
it is terminated, in whole or in part, in accordance
with the following provisions. Royalty Payments (as
14The record herein does not indicate whether the final
report was acceptable to IRC (or, for that matter to RIC, supra
note 9) or even whether Systems’ delivery was late enough so that
the R & D Agreement lasted longer than 1 year.
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