- 23 -
Gould and invited shareholders of IRC and RIC to discuss the
progress of the research. However, the parties herein have
stipulated that “No shareholder of * * * [IRC or RIC] monitored
the substance of the research being performed by Systems”. The
record does not disclose how many, if any, of the shareholders
attended the meetings of Systems and Gould.
Under the exclusive license agreement, IRC transferred to
Systems certain rights in exchange for royalty payments. Because
of the limitations on use of various stipulated documents (supra
note 7), we cannot determine on the basis of the record herein
whether these rights are the rights given to IRC (and RIC?) under
the R & D Agreement. Systems did not remit to either IRC or RIC
any royalties in 1984. In light of the parties’ herein agreeing
that “The research under the R & D Agreement was not intended to
and did not result in any commercially viable product”, it is not
clear whether the parties to the exclusive license agreement
contemplated that Systems would ever be obligated, in a real-
world sense, to make any royalty payments under the exclusive
license agreement.
Under the option agreement, Systems had the option to buy
all of IRC’s and RIC’s assets in exchange for Systems’ common
stock which would be (1) worth at least twice the aggregate
contributed capital of IRC and RIC, and (2) at least 10 percent
of Systems’ outstanding common stock immediately after the
Page: Previous 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 NextLast modified: May 25, 2011