Exhibit 6.34
AGREEMENT RE RIGHTS AND INTERESTS
This Agreement is made this 9th day of December, 1998 by and between H.
Xxxxxx Xxxxx and Xxxxx X. Xxxxx, both citizens of Germany and residing at
Xxxxxxxxxxx 0, 00000 Xxxxxxxx, Xxxxxxx and Xxxxxxx Xxxxxxx 00, 00000 Xxxxxx,
Xxxxxxx (collectively "Assignors") and iQ Battery Research & Development GmbH, a
German corporation having offices at Xxxxxxxxxxxxxx. 0, 0000 Xxxxxxxxxxxx,
Xxxxxxx ("Assignee").
WHEREAS, Assignors and Assignee have entered into agreements relating
to the assignment of German Patent No. 41 42 628 and other rights and interests
(collectively, the "IP Rights") through their Contract Concerning Industrial
Property Rights and Know-How dated March 15, 1995 (the "Contract") and through
their Patent Assignment and Trademark Assignment dated December 9, 1998;
WHEREAS, Assignors and Assignee wish to address other interests as
between them that are the subject of the Contract and related documents;
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and intending for the Assignors and the Assignors'
successors and assigns, and Assignee and Assignee's successors and assigns to be
legally bound hereby, the parties hereby agree as follows:
1. The parties acknowledge that Section 2 of the Contract provides for payment
to Assignors of the sum of four hundred thousand German Marks (DM 400,000) plus
applicable value added tax thereon (collectively, the "Sum and VAT"), and, in
addition, for payment of certain percentages of revenues from license fees and
other income of Assignee. Notwithstanding this fact, Assignors and each of them
hereby waive any and all rights to compensation based on the transfer of rights
in any of the IP Rights to Assignee with the exception of the right to payment
of the Sum and the VAT.
2. The parties further agree that the Sum and VAT shall be payable by Assignee
to Assignors only out of and only to the extent of the gross profits of the
Assignee. Such payment shall become due upon the availability of sufficient
gross profits of the Assignee; provided, however, that Assignee may elect to pay
the Sum and VAT at any time, in whole or in part.
3. The parties agree that no interest shall be due to Assignors from Assignee on
the Sum and VAT irrespective of when the Sum and VAT are paid.
4. No course of dealing between Assignors and Assignee, nor any failure to
exercise any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.
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4. The provisions of this Agreement are severable, and if any clause or
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall affect only such
clause or provision, or part thereof, in such jurisdiction, and shall not in any
manner affect such clause or provision in any other jurisdiction, or any other
clause or provision of the Agreement in any jurisdiction.
5. This Agreement constitutes the entire agreement as to the subject matter
hereof, and is subject to modification only by a writing signed by the parties.
6. The benefits and burdens of the Agreement shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties.
7. This agreement constitutes
IN WITNESS WHEREOF, the Assignors and the duly authorized officers of
Assignee have executed this Agreement.
ASSIGNOR:
/s/ H. Xxxxxx Xxxxx
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H. Xxxxxx Xxxxx
ASSIGNOR:
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
ASSIGNEE:
iQ Battery Research & Development GmbH
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
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