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date of July 1, 1987, and a 40-year term.19 The document
purports to sell certain “patent rights” owned by ERG to NPI and
simultaneously grants ERG an exclusive license to use the patent
rights transferred. The patent rights are described as the
“technology, technique, show-how, and know-how” relating to foam
metal, RVC foam, and SIC foam.
Pursuant to the agreement, NPI purchased ERG’s patent rights
for $5,000 and 50 percent of all consideration that NPI received
from the “assignment, licensing, sublicensing, leasing, or other
commercial exploiting” of the patent rights. Under the
agreement, ERG would pay to NPI, inter alia, 10 percent of its
net sales of any product incorporating the patent rights licensed
to ERG by NPI.
(e) 143 Alice Lane
During the years at issue, the Bensons owned, and used as
their principal residence, real property located at 5 Evans
Place, Orinda, California. The Bensons entered into an agreement
with Dover Construction, dated June 13, 1990, to purchase a
portion of real property adjacent to their residence (the Dover
19During arbitration proceedings, Miller gave testimony
concerning this agreement. On Apr. 7 and 8, 1997, Miller
testified that it was his advice to Burton to create the
agreement. In fact, Miller testified that he gave Burton a
“model” license agreement from which to fashion the agreement
between ERG and NPI. Furthermore, Miller testified that there
was nothing unusual about backdating the agreement.
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