Exhibit k.3
LICENSE AGREEMENT
LICENSE AGREEMENT, dated as October 26, 2004 (the "Commencement Date")
by and between STANDARD & POOR'S, a division of The XxXxxx-Xxxx Companies, Inc.
("S&P"), a New York corporation, having an office at 00 Xxxxx Xxxxxx, Xxx Xxxx,
XX 00000-0000, and Nuveen Investments, LLC. ("Licensee"), a Delaware limited
liability company having an office at 000 Xxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxx
00000, on behalf of Nuveen Equity Premium Income Fund (the "Product" or the
"Fund").
WHEREAS, S&P compiles, calculates, maintains and owns rights in and to
the S&P 500 Composite Stock Price Index and to the proprietary data therein
contained (such rights being hereinafter individually and collectively referred
to as the "S&P 500 Index"); and
WHEREAS, S&P uses in commerce and has trade name and trademark rights to
the designations "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &
Poor's 500" and "500", in connection with the S&P 500 Index (such rights being
hereinafter individually and collectively referred to as the "S&P Marks"); and
WHEREAS, Licensee wishes to use the S&P 500 Index as a component of the
Product as described in Exhibit A attached hereto and made a part hereof; and
WHEREAS, Licensee wishes to use the S&P Marks in connection with the
marketing and/or promotion of the Product and in connection with making
disclosure about the Product under applicable law, rules and regulations in
order to indicate that S&P is the source of the S&P 500 Index; and
WHEREAS, Licensee wishes to obtain S&P's authorization to use the S&P
500 Index and the S&P Marks in connection with the Product pursuant to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of License.
(a) Subject to the terms and conditions of this Agreement,
S&P hereby grants to Licensee a non-transferable, non-exclusive license (i) to
use the S&P 500 Index as a component of the Product to be marketed and/or
promoted by Licensee and (ii) to use and refer to the S&P Marks in connection
with the distribution, marketing and promotion of the Product (including in the
name of the Product) and in connection with making such disclosure about the
Product as Licensee deems necessary or desirable under any applicable law,
rules, regulations or provisions of this Agreement, but, in each case, only to
the
extent necessary to indicate the source of the S&P 500 Index. It is expressly
agreed and understood by Licensee that no rights to use the S&P 500 Index and
the S&P Marks are granted hereunder other than those specifically described and
expressly granted herein.
(b) S&P agrees that no person or entity (other than the
Licensee) shall need to obtain a license from S&P with respect to the Product.
2. Term.
The term of this Agreement shall commence on the Commencement
Date and shall continue in effect thereafter until it is terminated in
accordance with its terms.
3. License Fees.
(a) If the Fund commences operation, the Fund shall pay to
S&P the license fees ("License Fees") specified and provide the data called for
in Exhibit B, attached hereto and made a part hereof.
(b) During the term of this Agreement and for a period of
one (1) year after its termination, S&P shall have the right, during normal
business hours and upon reasonable notice to Licensee, to audit on a
confidential basis the relevant books and records of Licensee to determine that
License Fees have been accurately determined. The costs of such audit shall be
borne by S&P unless it determines that it has been underpaid by five percent
(5%) or more; in such case, costs of the audit shall be paid by Licensee. Unless
required by law, a court or a regulatory agency, S&P and its agents shall
maintain as confidential and not disclose information and documents received or
reviewed in connection with the audit.
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4. Termination.
(a) At any time during the term of this Agreement, either
party may give the other party sixty (60) days prior written notice of
termination if the terminating party believes in good faith that material damage
or harm is occurring to the reputation or goodwill of that party by reason of
its continued performance hereunder, and such notice shall be effective on the
date specified therein of such termination, unless the other party shall correct
the condition causing such damage or harm within the notice period.
(b) In the case of breach of any of the material terms or
conditions of this Agreement by either party, the other party may terminate this
Agreement by giving sixty (60) days prior written notice of its intent to
terminate, and such notice shall be effective on the date specified therein for
such termination unless the breaching party shall correct such breach within the
notice period.
(c) S&P shall have the right, in its sole discretion, to
cease compilation and publication of the S&P 500 Index and, in such event, to
terminate this Agreement if S&P does not offer a replacement or substitute
index. In the event that S&P intends to discontinue the S&P 500 Index, S&P shall
give Licensee at least one (1) year's written notice prior to such
discontinuance, which notice shall specify whether a replacement or substitute
index will be made available.
Licensee shall have the option hereunder within sixty (60) days
after receiving such written notice from S&P to notify S&P in writing of its
intent to use the replacement or substitute index, if any, under the terms of
this Agreement. In the event that Licensee does not exercise such option or no
substitute or replacement index is made available, this Agreement shall be
terminated as of the date specified in the S&P notice and the License Fees to
the date of such termination shall be computed as provided in Subsection 4(f).
(d) Licensee may terminate this Agreement upon ninety (90)
days prior written notice to S&P if (i) Licensee is informed of the final
adoption of any legislation or regulation or the issuance of any interpretation
that in Licensee's reasonable judgment materially impairs Licensee's ability to
market and/or promote the Product; (ii) any material litigation or regulatory
proceeding regarding the Product is threatened or commenced; (iii) Licensee
elects to terminate the public offering or other distribution of the Product, as
may be applicable; or (iv) the Fund in its sole discretion chooses to cease use
of the S&P Marks and the S&P 500 Index. In such event the License Fees to the
date of such termination shall be computed as provided in Subsection 4(f).
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(e) S&P may terminate this Agreement upon ninety (90) days
(or upon such lesser period of time if required pursuant to a court order) prior
written notice to Licensee if (i) S&P is informed of the final adoption of any
legislation or regulation or the issuance of any interpretation that in S&P's
reasonable judgment materially impairs S&P's ability to license and provide the
S&P 500 Index and S&P Marks under this Agreement in connection with such
Product; or (ii) any litigation or proceeding is threatened or commenced and S&P
reasonably believes that such litigation or proceeding would have a material and
adverse effect upon the S&P Marks and/or the S&P 500 Index or upon the ability
of S&P to perform under this Agreement. In such event the License Fees to the
date of such termination shall be computed as provided in Subsection 4(f).
(f) In the event of termination of this Agreement as
provided in Subsections 4(a), (b), (c), (d) or (e), the License Fees to the date
of such termination shall be computed by prorating the amount of the applicable
License Fees shown in Exhibit B on the basis of the number of elapsed days in
the current term. Any excess License Fees amount paid by Licensee for the
current term shall be refunded by S&P.
(g) Upon termination of this Agreement, Licensee shall cease
to use the S&P 500 Index and the S&P Marks in connection with the Product;
provided that Licensee may continue to utilize any previously printed materials
which contain the S&P Marks for a period of ninety (90) days following such
termination.
5. S&P's Obligations.
(a) It is the policy of S&P to prohibit its employees who
are directly responsible for changes in the components of the S&P 500 Index from
purchasing or beneficially owning any interest in the Product and S&P believes
that its employees comply with such policy. Licensee shall have no
responsibility for ensuring that such S&P employees comply with such S&P policy
and shall have no duty to inquire whether any investors or sellers of the
Product are such S&P employees. S&P shall have no liability to the Licensee with
respect to its employees' adherence or failure to adhere to such policy.
(b) S&P shall not and is in no way obliged to engage in any
marketing or promotional activities in connection with the Product or in making
any representation or statement to investors or prospective investors in
connection with the promotion by Licensee of the Product.
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(c) S&P agrees to provide reasonable support for Licensee's
development and educational efforts with respect to the Product as follows: (i)
S&P shall provide Licensee, upon request but subject to any agreements of
confidentiality with respect thereto, copies of the results of any marketing
research conducted by or on behalf of S&P with respect to the S&P 500 Index; and
(ii) S&P shall respond in a timely fashion to any reasonable requests for
information by Licensee regarding the S&P 500 Index.
(d) S&P or its agent shall calculate and disseminate the S&P
500 Index at least once each fifteen (15) seconds in accordance with its current
procedures, which procedures may be modified by S&P.
(e) S&P shall promptly correct or instruct its agent to
correct any mathematical errors made in S&P's computations of the S&P 500 Index
which are brought to S&P's attention by Licensee, provided that nothing in this
Section 5 shall give Licensee the right to exercise any judgment or require any
changes with respect to S&P's method of composing, calculating or determining
the S&P 500 Index; and, provided further, that nothing herein shall be deemed to
modify the provisions of Section 9 of this Agreement.
6. Informational Materials Review.
Licensee shall use its best efforts to protect the goodwill and
reputation of S&P and of the S&P Marks in connection with its use of the S&P
Marks under this Agreement. Licensee shall submit to S&P for its review and
approval all informational materials pertaining to and to be used in connection
with the Product, including, where applicable, all prospectuses, plans,
registration statements, application forms, contracts, videos, internet sites,
electronic commerce, advertisements, brochures and promotional and any other
similar informational materials (including documents required to be filed with
governmental or regulatory agencies) that in any way use or refer to S&P, the
S&P 500 Index, or the S&P Marks (the "Informational Materials"). S&P's approval
shall be required with respect to the use of and description of S&P, the S&P
Marks and the S&P 500 Index and shall not be unreasonably withheld or delayed by
S&P. Specifically, S&P shall notify Licensee of its approval or disapproval of
any Informational Materials within forty-eight (48) hours (excluding Saturday,
Sunday and New York Stock Exchange Holidays) following receipt thereof from
Licensee. Any disapproval shall indicate S&P's reasons therefor. Any failure by
S&P to respond within such forty-eight (48) hour period shall be deemed to
constitute a waiver of S&P's right to review such Informational Materials.
Informational Materials shall be addressed to S&P, c/o Xxxxxxx
Xxxxxxxx - Vice President, Index Services, at the address specified in
Subsection 12(d). Informational Materials may be submitted via facsimile (to
212-438-
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3543) if they are less than 20 pages and legible after transmission. Once
Informational Materials have been approved by S&P, subsequent Informational
Materials which do not alter the use or description of S&P, the S&P Marks or the
S&P 500 Index need not be submitted for review and approval by S&P.
7. Protection of Value of License.
(a) During the term of this Agreement, S&P shall use its
best efforts to maintain in full force and effect federal registrations for
"Standard & Poor's(R)", "S&P(R)", and "S&P 500(R)". S&P shall at S&P's own
expense and sole discretion exercise S&P's common law and statutory rights
against infringement of the S&P Marks, copyrights and other proprietary rights.
(b) Licensee and the Fund shall cooperate with S&P in the
maintenance of such rights and registrations and shall take such actions and
execute such instruments as S&P may from time to time reasonably request, and
shall use the following notice when referring to the S&P 500 Index or the S&P
Marks in any Informational Material:
"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &
Poor's 500", and "500" are trademarks of The XxXxxx-Xxxx
Companies, Inc. and have been licensed for use by Nuveen Equity
Premium Income Fund. The Fund is not sponsored, endorsed, sold
or promoted by Standard & Poor's and Standard & Poor's makes no
representation regarding the advisability of investing in the
Fund.
or such similar language as may be approved in advance by S&P, it being
understood that such notice need only refer to the specific S&P Marks referred
to in the Informational Material.
8. Proprietary Rights.
(a) Licensee acknowledges that the S&P 500 Index is
selected, coordinated, arranged and prepared by S&P through the application of
methods and standards of judgment used and developed through the expenditure of
considerable work, time and money by S&P. Licensee also acknowledges that the
S&P 500 Index and the S&P Marks are the exclusive property of S&P, that S&P has
and retains all proprietary rights therein (including, but not limited to
trademarks and copyrights) and that the S&P 500 Index and its compilation and
composition and changes therein are in the control and discretion of S&P.
(b) S&P reserves all rights with respect to the S&P 500
Index and the S&P Marks except those expressly licensed to Licensee hereunder.
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(c) Each party shall treat as confidential and shall not
disclose or transmit to any third party any documentation or other written
materials that are marked as "Confidential and Proprietary" by the providing
party ("Confidential Information"). Confidential Information shall not include
(i) any information that is available to the public or to the receiving party
hereunder from sources other than the providing party (provided that such source
is not subject to a confidentiality agreement with regard to such information)
or (ii) any information that is independently developed by the receiving party
without use of or reference to information from the providing party.
Notwithstanding the foregoing, either party may reveal Confidential Information
to any regulatory agency or court of competent jurisdiction if such information
to be disclosed is (a) approved in writing by the other party for disclosure or
(b) required by law, regulatory agency or court order to be disclosed by a
party, provided, if permitted by law, that prior written notice of such required
disclosure is given to the other party and provided further that the providing
party shall cooperate with the other party to limit the extent of such
disclosure. The provisions of this Subsection 8(c) shall survive any termination
of this Agreement for a period of five (5) years from disclosure by either party
to the other of the last item of such Confidential Information.
9. Warranties; Disclaimers.
(a) S&P represents and warrants that S&P has the right to
grant the rights granted to Licensee herein and that the license granted herein
shall not infringe any trademark, copyright or other proprietary right of any
person not a party to this Agreement.
(b) S&P further warrants and represents to Licensee that the
S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has
and retains all proprietary rights therein (including, but not limited to
trademarks and copyrights), that the S&P 500 Index and its compilation and
composition and changes therein are in the control and discretion of S&P, and
that the S&P 500 Index and S&P Marks do not infringe the rights of any third
party.
(c) Licensee agrees expressly to be bound itself by and
furthermore to include all of the following disclaimers and limitations in each
prospectus or each Statement of Additional Information ("SAI") relating to the
Product, provided the SAI is incorporated by reference into the prospectus and
the prospectus contains disclosure regarding the S&P 500 Index that conforms to
the notice in Subsection 7(b), including a cross reference to the SAI
disclosure. Licensee shall furnish a copy of the prospectus and, if applicable,
the SAI to S&P:
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The Product is not sponsored, endorsed, sold or promoted by
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P
makes no representation or warranty, express or implied, to the owners of the
Product or any member of the public regarding the advisability of investing in
securities generally or in the Product particularly or the ability of the S&P
500 Index to track general stock market performance. S&P's only relationship to
the Licensee is the licensing of certain trademarks and trade names of S&P and
of the S&P 500 Index which is determined, composed and calculated by S&P without
regard to the Licensee or the Product. S&P has no obligation to take the needs
of the Licensee or the owners of the Product into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for and has
not participated in the determination of the prices and amount of the Product or
the timing of the issuance or sale of the Product or in the determination or
calculation of the equation by which the Product is to be converted into cash.
S&P has no obligation or liability in connection with the administration,
marketing or trading of the Product.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY,
EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE
PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY
DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Any changes in the foregoing disclaimers and limitations must be
approved in advance in writing by an authorized officer of S&P.
(d) Each party represents and warrants to the other that it
has the authority to enter into this Agreement according to its terms and that
its performance does not violate any laws, regulations or agreements applicable
to it.
(e) Licensee represents and warrants to S&P that the Product
shall at all times substantially comply with the description in Exhibit A.
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(f) Licensee represents and warrants to S&P that the Product
shall not violate any applicable law, including but not limited to banking,
commodities and securities laws.
(g) Neither party shall have any liability for lost profits
or indirect, punitive, special, or consequential damages arising out of this
Agreement, even if notified of the possibility of such damages. Without
diminishing the disclaimers and limitations set forth in Subsection 9(c), in no
event shall the cumulative liability of S&P to Licensee exceed the average
annual License Fees actually paid to S&P hereunder.
(h) Use of any marks by Licensee or the Fund in connection
with the Fund (including in the name of the Fund) which are not the S&P Marks is
at Licensee's sole risk.
(i) The provisions of this Section 9 shall survive any
termination of this Agreement.
10. Indemnification.
(a) Licensee shall indemnify and hold harmless S&P, its
affiliates and their officers, directors, employees and agents against any and
all judgments, damages, costs or losses of any kind (including reasonable
attorneys' and experts' fees) as a result of any third-party claim, action, or
proceeding that arises out of or relates to (a) this Agreement, except insofar
as it relates to a breach by S&P of its representations or warranties hereunder,
or (b) the Product; provided, however, that S&P notifies Licensee promptly of
any such claim, action or proceeding. Licensee shall periodically reimburse S&P
for its reasonable expenses incurred under this Subsection 10(a). S&P shall have
the right, at its own expense, to participate in the defense of any claim,
action or proceeding against which it is indemnified hereunder; provided,
however, it shall have no right to control the defense, consent to judgment, or
agree to settle any such claim, action or proceeding without the written consent
of Licensee without waiving the indemnity hereunder. Licensee, in the defense of
any such claim, action or proceeding except with the written consent of S&P,
shall not consent to entry of any judgment or enter into any settlement which
either (a) does not include, as an unconditional term, the grant by the claimant
to S&P of a release of all liabilities in respect of such claims or (b)
otherwise adversely affects the rights of S&P. This provision shall survive the
termination or expiration of this Agreement.
(b) S&P shall indemnify and hold harmless Licensee, its
affiliates and their officers, directors, employees and agents against any and
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all judgments, damages, costs or losses of any kind (including reasonable
attorneys' and experts' fees) as a result of any third-party claim, action, or
proceeding that arises out of or relates to any breach by S&P of its
representations or warranties under this Agreement; provided, however, that (a)
Licensee notifies S&P promptly of any such claim, action or proceeding; (b)
Licensee grants S&P control of its defense and/or settlement; and (c) Licensee
cooperates with S&P in the defense thereof. S&P shall periodically reimburse
Licensee for its reasonable expenses incurred under this Subsection 10(b).
Licensee shall have the right, at its own expense, to participate in the defense
of any claim, action or proceeding against which it is indemnified hereunder;
provided, however, it shall have no right to control the defense, consent to
judgment, or agree to settle any such claim, action or proceeding without the
written consent of S&P without waiving the indemnity hereunder. S&P, in the
defense of any such claim, action or proceeding, except with the written consent
of Licensee, shall not consent to entry of any judgment or enter into any
settlement which either (a) does not include, as an unconditional term, the
grant by the claimant to Licensee of a release of all liabilities in respect of
such claims or (b) otherwise adversely affects the rights of Licensee. This
provision shall survive the termination or expiration of this Agreement.
11. Suspension of Performance.
Neither S&P nor Licensee shall bear responsibility or liability
for any losses arising out of any delay in or interruptions of their respective
performance of their obligations under this Agreement due to any act of God, act
of governmental authority, act of the public enemy or due to war, the outbreak
or escalation of hostilities, riot, fire, flood, civil commotion, insurrection,
labor difficulty (including, without limitation, any strike, or other work
stoppage or slow down), severe or adverse weather conditions, communications
line failure, or other similar cause beyond the reasonable control of the party
so affected.
12. Other Matters.
(a) This Agreement is solely and exclusively between the
parties hereto and shall not be assigned or transferred by either party, without
prior written consent of the other party, and any attempt to so assign or
transfer this Agreement without such written consent shall be null and void.
(b) The Fund's Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts. The obligations imposed upon
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the Fund by this Agreement are not binding upon any of the Fund's Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Fund.
(c) This Agreement constitutes the entire agreement of the
parties hereto with respect to its subject matter and may be amended or modified
only by a writing signed by duly authorized officers of both parties. This
Agreement supersedes all previous agreements between the parties with respect to
the subject matter of this Agreement. There are no oral or written collateral
representations, agreements, or understandings except as provided herein.
(d) No breach, default, or threatened breach of this
Agreement by either party shall relieve the other party of its obligations or
liabilities under this Agreement with respect to the protection of the property
or proprietary nature of any property which is the subject of this Agreement.
(e) Except as set forth in Section 6 hereof with respect to
Informational Materials, all notices and other communications under this
Agreement shall be (i) in writing, (ii) delivered by hand, by registered or
certified mail, return receipt requested, or by facsimile transmission to the
address or facsimile number set forth below or such address or facsimile number
as either party shall specify by a written notice to the other and (iii) deemed
given upon receipt.
Notice to S&P: Standard & Poor's
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn.: Xxxxxx Xxxxxxxx
Managing Director
Index Services
Fax #: (000) 000-0000
Notice to Licensee: Nuveen Equity Premium Income Fund
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Vice President and Assistant General
Counsel
Fax #: 000-000-0000
(f) This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of New York.
(g) Each party agrees that in connection with any legal
action or proceeding arising with respect to this Agreement, they will bring
such action or proceeding only in the United States District Court for the
Southern
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District of New York or in the Supreme Court of the State of New York in and for
the First Judicial Department and each party agrees to submit to the
jurisdiction of such court and venue in such court and to waive any claim that
such court is an inconvenient forum.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.
Nuveen Investments, LLC STANDARD & POOR'S
On behalf of Nuveen Equity a division of
Premium Income Fund The XxXxxx-Xxxx Companies, Inc.
BY: /s/ Xxxx Xxxxxxxxx BY: /s/ Xx Xxxxx
--------------------- ---------------------------
Xxxx Xxxxxxxxx Xx Xxxxx
Managing Director Managing Director
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EXHIBIT A
PRODUCT DESCRIPTION
Product: The Nuveen Equity Premium Income Fund (the "Product") is a closed-end
fund whose investment objective is to provide a high of level of current income
by investing in a portfolio which seeks to replicate the price movements of the
S&P 500 Index.
The Product is a closed-end fund that specifically excludes shares or any other
security (other than preferred shares of beneficial interest that may be offered
by the Product), financial instrument or investment representing an ownership
interest in the Product that can be purchased, sold or otherwise traded on a
Secondary Market Facility. Shares of the Product will be traded on a Secondary
Market Facility (as defined below). In no event will the Product constitute an
open-end exchange-traded fund. It is anticipated that the net asset value of the
Product will at times trade at a premium to, or discount from, the cumulative
value of the Product's holdings.
As used herein, the term Secondary Market Facility means any entity or
organization that is: (1) subject to regulation as an exchange under applicable
laws, rules or regulations of the country or jurisdiction in which such entity
has a physical presence; or (2) a broker-dealer or other entity or organization
that acts in an exchange-like capacity by virtue of it, as principal or agent,
acting on a regular basis as an intermediary between buyers and sellers of
financial instruments of any type.
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EXHIBIT B
LICENSE FEES
The Fund shall pay S&P License Fees computed as follows:
The annual License Fees shall be the greater of $______ (the "Minimum Annual
Fee") or ___ basis point (_____) of the average daily net assets of the Fund
computed quarterly. The Minimum Annual Fee shall be payable on the Commencement
Date and each one-year anniversary thereof. Amounts in excess of the Minimum
Annual Fee shall be paid to S&P within thirty (30) days after the close of each
calendar quarter in which they are incurred; each such payment shall be
accompanied by a statement setting forth the basis for its calculation.
The parties agree that the terms upon which License Fees are calculated pursuant
to this Exhibit B shall be considered "Confidential Information" for purposes of
Subsection 8(c) of this Agreement.
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