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License Agreement Disclosure
6 Months Ended
Jun. 30, 2016
Notes  
License Agreement Disclosure

Note 4. License Agreement

 

During the period from late 2010 to late 2012, Sustainable LLC entered into a set of agreements (collectively, the “Technology Agreements”) with a third party licensor (the “Licensor”) that had developed engines capable of converting low grade heat into other forms of energy. Under the terms of the Technology Agreements, Sustainable LLC obtained exclusive, renewable 20-year license rights in the engines developed by the Licensor (the “License Agreement”) as well as the rights to develop, manufacture and integrate such engines into its projects.

 

The exclusive market rights portion of the License Agreement provide that Sustainable LLC make a cash payment of $200,000 and issue common stock in Sustainable representing a small minority ownership position in the Company, along with periodic quarterly payments of $25,000 commencing six months after the initial $200,000 payment.  These payments reset to $50,000 per quarter after three payments, and are subject to further resets to up to $100,000 depending on engine sales volume.  Under certain circumstances, engine royalty fees and referral fees can increase the quarterly payment from time to time.  In the event of non-payment, Sustainable, LLC retains a non-exclusive license subject to royalty fees.

 

On May 15, 2013, in connection with the Merger, the Company, after acquiring 100% ownership interest in Sustainable, LLC issued 2,435,430 shares to the Licensor which represents a small minority position in the Company as required under the terms of the License Agreement.  At the time of issuance, these shares were valued at $48,709 representing the fair value of the RAMCO shares.

 

In addition, during the fiscal year ended December 31, 2013, the Company made payments of $13,000 that were applied against the required initial $200,000 cash payment as stated under the terms of the License Agreement.

 

In connection with a November 5, 2013, proceeding commenced by the Securities Division of the Arizona Corporation Commission (the “ACC”) the Company learned that the Licensor had been classified as dissolved by the Delaware Division of Corporations after March 1, 2010 for failure to pay franchise taxes to the State of Delaware, and similarly classified by the ACC as of approximately the same time.  Neither the Company nor any of its officers or directors was named in the complaint brought by the ACC.

 

In performing due diligence in regard to the status of the Licensor, the Company subsequently also learned that two United States patents that were licensed to the Company under the License Agreement have been classified as expired due to the Licensor’s failure to pay maintenance fees thereon.  In conjunction with the Licensor, in April 2015, the Company arranged for the principal United States patent to be reinstated, and it is now again in effect. The Company has confirmed that Licensor is taking steps to have the corporate charters of each corporation reinstated, but may not be successful in such reinstatements, and is in discussions with the Licensor regarding these matters.

 

To the best of the Company’s knowledge at present, none of these issues presents a near-term hindrance to the Company’s continued focus on establishing and growing its engine technology business.

 

Pursuant to the Technology Agreements, the Company has obtained previously described rights to all forms of intellectual property covering certain engine technology that is the subject of the Technology Agreements and is not relying on the remaining U.S. patent classified as expired to be reinstated in order to maintain the ability and knowhow to use such technology.  To the Company’s best knowledge at the current time, the international patent rights remain intact.  However, at this time, there can be no assurance that the foregoing matters will not have a material adverse effect on the Company’s operations.

 

The accompanying June 30, 2016, balance sheet presents the carrying value of the license fee at $211,509, consisting of the $200,000 required payments under the License Agreement and $48,709, representing the fair value of shares issues to the Licensor, net of $37,200 in accumulated amortization. In addition, the accompanying balance sheet reflects $187,000 due to the Licensor, representing the remaining liability from the initial $200,000 required payment.  After careful assessment, the Company has concluded that no adjustment to the value of the License Agreement or amounts due thereunder should be made as a consequence of the ACC complaint at the current time, but continues to monitor these proceedings.

 

The Company periodically performs an analysis of its contractual rights and arrangements and establishes asset value based on that analysis.