Details of Remuneration. 6.1. In consideration of the rights granted by this Agreement, Master Licensee shall pay to Perpetual the following non-refundable fees:
a) A non-refundable license fee as follows: $30,000 for pre-purchase of 1,000 pieces of XYO conical boat propeller balancers (500 pieces of 3” model, and 500 pieces of 5.5” model) $45,000 upfront license fee for the exclusive right to manufacture or have manufactured, sell, use, and sublicense the Products incorporating XYO in the Territory, for the Term of this Agreement. In addition to the above, it is acknowledged that an XYO Prototype Agreement has also been made, for which there is an invoice of approximately $25,000.
b) Royalties calculated each July 31, October 31, January 31, and April 30, equal to a 50% royalty on any revenue in the foregoing three months that Customer derived from the manufacture, sale, use, or sublicensing of Products incorporating XYO during the Term of the Agreement. Royalties shall be subject to 6% annual interest compounded quarterly, on outstanding balances after July 31, 2013.
c) Any additional costs or reasonable expenses incurred by Perpetual as described under sections 5.5 and 5.6 of this Agreement, respectively, to be paid when invoiced to Customer by Perpetual. Such payment to be received in advance of any services being provided by Perpetual.
6.2. Customer shall pay and satisfy the fees set out in section 6.1 by payment to, or to the order of, Perpetual, by wire transfer in U.S. dollars, at the times outlined in section 6.1 of this Agreement.
6.3. In the event of expiration or termination of this Agreement pursuant to Section 9.4, Customer shall, within thirty (30) days of said expiration or termination, provide Perpetual with copies, at Customer’s expense, of Customer's business records necessary to permit Perpetual to verify the average number of Products incorporating XYO manufactured monthly by Customer within the one-year period immediately preceding the date of termination or expiration.
6.4. In order to verify compliance by Customer with sections 6.1, 7.4 and 7.5 of this Agreement,
a) Customer shall permit Perpetual or Perpetual’s authorized representative and auditors, at any time upon reasonable notice during normal business hours, to inspect and examine books, records, premises, products, and personnel of Customer once per Annum.
b) However, if Perpetual feels that there has been reasonable evidence of non-compliance, then Perpetual reserves the right to, at any time upon ...
Details of Remuneration. 6.1. In consideration of the rights granted by this Agreement, Master Licensee shall pay to Perpetual the following non-refundable fees:
a) A non-refundable license fee as follows: $500,000 in cash, contingent upon Master Licensee raising $1,000,000 through offerings of its equity and/or debt securities (the “Financing Event”). Payments towards the $500,000 cash amount will be made in stages as money is raised during the Financing Event. For every $200,000 raised, $100,000 will be paid to Perpetual until the total $500,000 cash portion of the license fee is paid in full. Plus, upon signing: $2 million in shares of common stock of Motor Sport Country Club Holdings, Inc. (OTCQX: VIIN) (10 million shares at $0.20/share) Total license fee: $2.5 million for the exclusive worldwide rights for Products containing XYO within the automotive industry as further defined in Schedule “C”.
b) Royalties calculated each July 31 equal to the greater of, according to the following table: a percentage royalty on any revenue in the foregoing twelve months that Master Licensee derived from the use, manufacture, sale, or sub-licensing of XYO or Products incorporating XYO during the Term of the Agreement; or the minimum annual royalty: Royalties shall be subject to 6% annual interest compounded quarterly, on outstanding balances after July 31, 2012. Subject to regulatory approvals, if any, Perpetual and Master Licensee may elect by mutual agreement to settle royalty payments in the form of shares of common stock of Motor Sport Country Club Holdings, Inc. (OTCQX: VIIN), based on a share price calculated as the weighted average share price for the twenty days prior to the date on which Perpetual notifies Master Licensee of such election.
6.2. Master Licensee shall pay and satisfy the fees set out in section 6.1 by payment to, or to the order of, Perpetual, by wire transfer in U.S. dollars, at the times outlined in Schedule “C” attached to this Agreement.
6.3. In the event of expiration or termination of this Agreement pursuant to Section 9.4, Master Licensee shall, within thirty (30) days of said expiration or termination, provide Perpetual with copies, at Master Licensee’s expense, of Master Licensee's business records necessary to permit Perpetual to verify the average number of Products incorporating XYO manufactured monthly by Master Licensee within the one-year period immediately preceding the date of termination or expiration.
6.4. In order to verify compliance by Master Lic...
Details of Remuneration. 6.1. In consideration of the rights granted by this Agreement, Perpetual shall pay to ETI the following non-refundable fees:
a) Royalties calculated each January 31 equal to the greater of: a royalty of 2.5% on any revenue in the foregoing twelve months that Perpetual derived from the use, manufacture, sale, or sub-licensing of XYO or Products incorporating XYO during the Term of the Agreement; or the following minimum annual royalties: Kickoff Period Feb 2005 to Jan 2006: Due 31-Jan-2006 $0 Initial Five-Year Period Feb 2006 to Jan 2011: Due 31-Jan-2007 $0 Due 31-Jan-2008 $12,500 Due 31-Jan-2009 $25,000 Due 31-Jan-2010 $50,000 Due 31-Jan-2011 $125,000 Due each subsequent January 31 until the end of the Term set out in section 9.1: $75,000 Royalties shall be subject to 6% annual interest compounded quarterly, on outstanding balances after 31-Jan-2010.
b) Annual license fees at the start of each year as follows: Kickoff Period Feb 2005 to Jan 2006: Due 31-Jan-2005 $25,000 Initial Five-Year Period Feb 2006 to Jan 2011: Due 31-Jan-2006 $50,000 Due 31-Jan-2007 $60,000 Due 31-Jan-2008 $70,000 Due 31-Jan-2009 $80,000 Due 31-Jan-2010 $90,000 Second Five-Year Period Feb 2011 to Jan 2016: Due 31-Jan-2011 $50,000 Due 31-Jan-2012 $60,000 Due 31-Jan-2013 $70,000 Due 31-Jan-2014 $80,000 Due 31-Jan-2015 $90,000 No subsequent annual license fees. Annual license fees shall be subject to 6% annual interest compounded quarterly.
c) Any additional costs or reasonable expenses incurred by ETI as described under sections 5.3 and 5.4 of this Agreement, respectively, to be paid when invoiced to Perpetual by ETI.
d) The above fees shall be reduced by the amount of any expenditures by Perpetual on behalf of ETI on patent application or patent maintenance fees related to the XYO Patents.
6.2. Perpetual shall pay and satisfy the fees set out in section 6.1 by payment to, or to the order of, ETI, by wire transfer in U.S. dollars before the respective dates laid out in section 6.1, and if late shall be subject to the interest described in section 6.1.
6.3. In the event of expiration or termination of this Agreement pursuant to Section 9.4, Perpetual shall, within thirty (30) days of said expiration or termination, provide ETI with copies, at Perpetual’s expense, of Perpetual's business records necessary to permit ETI to verify the average number of Products incorporating XYO manufactured monthly by Perpetual within the one-year period immediately preceding the date of termination or ex...
Details of Remuneration. 6.1. In consideration of the rights granted by this Agreement, Master Licensee shall pay to Perpetual the following non-refundable fees:
a) A non-refundable license fee as follows: $500,000 in cash, contingent upon Master Licensee raising $1,000,000 through offerings of its equity and/or debt securities (the “Financing Event”). Payments towards the $500,000 cash amount will be made in stages as money is raised during the Financing Event. For every $200,000 raised, $100,000 will be paid to Perpetual until the total $500,000 cash portion of the license fee is paid in full. Plus, upon signing:
