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EXHIBIT 10.30
LICENSE AGREEMENT AS TO PROPRIETARY TECHNOLOGIES AND PROCESSES
This "License" is entered into between:
Xxxxx X. Xxxxxx ("Xxxxxx") for himself and his Affiliated Companies
(together, the "Licensors") and
Venture Industries Corporation, Vemco, Inc., Venture Mold &
Engineering Corporation, Venture Industries Canada Ltd., Vemco Leasing,
Inc., Venture Leasing Company, Venture Service Company, Venture
Holdings Corporation, and Venture Holdings Trust (the
"Licensees");
WHEREAS, the from time to time proprietary technologies or processes, such as
REAP, are developed by the Affiliated Companies, including Deluxe Pattern
Company (the "Intellectual Property");
AND WHEREAS it has been the past practice of the Licensors to permit the
Licensees to use the Intellectual Property on a non-exclusive, royalty free
basis pursuant to an unwritten agreement which was cancelable without notice by
the Licensors;
AND WHEREAS, third party entities providing financing to the Licensees have
requested that the license between the Licensors and the Licensees be set forth
in writing;
NOW THEREFORE, the Licensors hereby grant to the Licensees a non-
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exclusive, non-assignable, perpetual license (the "License") to incorporate
into the parts that the Licensees manufacture and to otherwise practice the
Intellectual Property developed by the Licensors; provided, however, that the
parties agree that the License shall be conditioned upon the following:
(A) No royalty shall accrue during the period up to and
including any period when Xxxxxx and all Excluded Persons (as
hereinafter defined) together own not less than an 80% beneficial
interest in Venture Holdings Trust or any other entity which is its
successor.
(B) A Reasonable Royalty (as hereinafter defined) shall
accrue and promptly be accounted for and paid jointly to the Licensors
(who shall then be obligated between themselves to determine a fair
division of the same) at least monthly for all periods after any time
when Xxxxxx and all Excluded Persons together own less than an 80%
beneficial interest in Venture Holdings Trust or any other entity which
is its successor.
For purposes of this License, a "Reasonable Royalty" shall be
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that royalty that the Fairness Committee of the Trust and a representative of
the Licensors shall jointly determine as being fair and reasonable under the
circumstances or, if they shall not agree, such royalty as shall be determined
by an arbitration, one arbitrator, determined pursuant to the rules of the
American Arbitration Association.
For purposes of this License, "Excluded Person" means Xxxxxx, his
estate or legal representative, a member of his immediate family, all lineal
descendants of Xxxxxx and all spouses of such lineal descendants (or any trust
or entity whose sole beneficiaries or equity interest holders are any one or
more of the foregoing).
For purposes of this License, Xxxxx X. Xxxxxx'x "Affiliated Companies"
shall be any and all companies which Xxxxx X. Xxxxxx directly or indirectly
controls or is controlled by or is under direct or indirect common control
with. For purposes of this definition, the term "control" means the power to
direct the management and policies of a such company, directly or through one
or more intermediaries, whether through the ownership of voting securities, by
contract, or otherwise, provided that with respect to an ownership interest in
Venture Holdings Trust and its
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successors and Subsidiaries, a Beneficial Owner of 10% or more of the total
voting power normally entitled to vote in the election of directors, managers
or trustees, as applicable, shall for such purposes be deemed to constitute
control.
For purposes of this License, "Beneficial Owner" shall have the meaning
attributed to it in Rules 13d-3 and 13d-5 under the Securities and Exchange Act
of 1934 (as amended as of this date), whether or not applicable, except that a
"person" shall be deemed to have "beneficial ownership" of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time.
In witness whereof, we have executed this agreement as of July 9, 1997.
"Licensors":
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx for himself
and his Affiliated Companies
"Licensees":
Venture Industries Corporation, Vemco, Inc., Venture Mold & Engineering
Corporation, Venture Industries Canada Ltd., Vemco Leasing, Inc., Venture
Leasing Company, Venture Service Company, Venture Holdings Corporation, and
Venture Holdings Trust
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By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, their President
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