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hereinafter defined in Section 5) accrued as of the
Date of Termination shall remain due and payable
notwithstanding termination.
(b) Subject to the provisions of paragraph
(c) of this Section 2.04, the Exclusive License shall
terminate as to the Demonstration Discs upon the
occurrence of any of the following events: (i) * * *
[Systems] or an assignee pursuant to the terms hereof
is adjudicated a bankrupt and ceases operations; (ii)
there shall be a failure to make a Royalty Payment in
accordance with Section 5 hereof for a period of at
least twenty (20) days after the date on which the same
is due and payable; (iii) * * * [Systems] fails to
complete the Funded Research Effort (as defined in the
R&D Agreement) within one (1) year from the date
hereof; (iv) * * * [Systems] fails to complete the
development of and to offer for sale to the public at
least five (5) of the courses to be included in the
Core Concepts in Science and Mathematics series on or
before January 1, 1987; or (v) * * * [Systems] fails to
develop and maintain in good faith policies and a
program to protect the confidentiality of the
Demonstration Discs and the technology relating
thereto, pursuant to section 8 hereof.
(c) If the Exclusive License has not
terminated pursuant to the preceding provisions of this
Section 2.04, it shall terminate on March 31, 1994 (the
“Date of Termination”).
Systems did not remit to either IRC or RIC any royalties in
1984.
3. Option Agreement
On or about March 19, 1984, IRC and Systems entered into an
agreement under which Systems had the option to buy IRC’s assets
in exchange for Systems’ stock, but only if all of certain
specified conditions were met. One of these specified conditions
was that Systems’ notice of election to exercise the option
“shall provide for the consummation of the sale of the assets of
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