CSRV Valve Seals. Within the limitations set forth in subsections 2.1(a), a non-exclusive license to use CSRV Valve Seals solely in the manufacture of CSRV Valve Systems for incorporation into motorcycle engines throughout the Territory within the Field of Use under the Patent Rights and Technical Information subject to the payment of royalties as provided herein.
CSRV Valve Seals. Within the limitations set forth in subsections 2.1(a), a non-exclusive sublicense to use CSRV Valve Seals solely in the manufacture of CSRV Valve Systems for incorporation into motorcycle engines throughout the Territory within the Field of Use under the Patent Rights and Technical Information subject to the payment of royalties as provided herein.
ARTICLE 5.1 Licensing Fee, 5.2, Royalties, 5.3, and 5.7 Books and Records, shall be amended by deleting Articles 5.1, 5.2, 5.3 and 5.7 in their entirety and substituting the following new Articles 5.1, 5.2, 5.3 and 5.7 in lieu thereof:
5.1 - Sublicensing Fee and Undertakings. In consideration of the rights granted under the Sublicense Agreement, SUBLICENSEE paid to SUBLICENSOR a Sublicensing Fee of 2,550,000 shares of SUBLICENSEE'S common stock and granted to SUBLICENSOR an antidilution right to maintain a 50%+ ownership position in SUBLICENSEE'S securities. SUBLICENSOR and SUBLICENSEE hereby agree to terminate the antidilution rights granted to SUBLICENSOR in the Sublicense Agreement, effective immediately. As consideration for the expansion of its sublicense rights granted to it by SUBLICENSOR in this Amendment, SUBLICENSEE and SUBLICENSOR agree as follows:
(a) SUBLICENSEE hereby agrees to issue to SUBLICENSOR an additional 1,000,000 shares of its common stock as partial consideration for the expanded sublicense rights granted to it in this Amendment;
(b) SUBLICENSEE further agrees to utilize its best efforts to register 1,000,000 shares of its common stock transferred and paid to SUBLICENSOR and to include such shares in the Form SB-2 registration statement SUBLICENSEE has filed with the U.S. Securities and Exchange Commission and which is currently under review;
(c) SUBLICENSEE acknowledges that it is the intent of SUBLICENSOR to distribute the subject 1,000,000 shares to its shareholders of record as a stock dividend following their registration under the Securities Act of 1933, provided, that the subject registration statement, including the subject 1,000,000 shares, is declared effective by the Securities and Exchange Commission and its intended distribution to SUBLICENSOR'S shareholders is in compliance with applicable state securities laws;
(d) In the event the SUBLICENSEE'S registration statement, including the 1,000,000 common shares, is not declared effective by the Securities and Exchange Commission on or before June 1, 2004, SUBLICENSEE'S obligations to continue its efforts to register said shares...
CSRV Valve Seals. Within the limitations set forth in subsections 2.1(a), a non-exclusive sublicense to use CSRV Valve Seals solely in the manufacture of CSRV Valve Systems for incorporation into motorcycle engines throughout the Territory within the Field of Use under the Patent Rights and Technical Information subject to the payment of royalties as provided herein.
1. Article 5.1, Licensing Fee, 5.2, Royalties, 5.3, and 5.7 Books and Records, shall be amended by deleting Article 5.1 in its entirety and substituting the following new Article 5.1 in lieu thereof:
