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EXHIBIT 10.31
LICENSE AGREEMENT AS TO PATENTS
This "License" is entered into between:
Xxxxx X. Xxxxxx ("Xxxxxx") and his solely owed entity, Patent
Holdings Corporation ("Patent Holdings"), and together with
Xxxxxx, 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
"Licensee");
WHEREAS, the Licensors have conceived of and developed certain intellectual
property for which they have been issued patents under applications filed by
Xxxxxx as assignee (the "Patents");
AND WHEREAS it has been the past practice of the Licensors to permit the
Licensee to use the Patents 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 Licensee have
requested that the license between the Licensors and the Licensee be set forth
in writing;
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NOW THEREFORE, the Licensors hereby grant to the Licensee a non-exclusive,
non-assignable, perpetual license (the "License") to incorporate into the parts
that the Licensee manufactures and to otherwise practice the Patents owned 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.
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For purposes of this License, a "Reasonable Royalty" shall be 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).
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
Patent Holdings Corporation
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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"Licensee":
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
By:/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, their President
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