Repository: UIHistories Project: Board of Trustees Minutes - 1930 [PAGE 554]

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193°]

U N I V E R S I T Y O F ILLINOIS

551

waived. As soon as Party of the second part shall have secured the Board's approval of the stockholders and shall have effected organization of the corporation, he shall effect transfer of the license agreement unto the said corporation and upon acceptance of said transfer by the Corporation, Party of the second part shall be relieved of all responsibility as a party to the said license agreement. I N W I T N E S S W H E R E O F , the parties hereto have executed this agreement at Chicago, in the county of Cook and State of Illinois, this twenty-first day of March, 1930. B O A R D O F T R U S T E E S , U N I V E R S I T Y O F ILLINOIS

George A. Barr

Its President (.For the Board)

Francis N. Bard

(Parly of the second part)

AGREEMENT THIS M E M O R A N D U M OF AGREEMENT, made and e t r d i t t i n e e no hs

day of March, 1930, by and between the B O A R D O F T R U S T E E S O F T H E U N I V E R S I T Y O F ILLINOIS, of Urbana, Illinois, a corporation, hereinafter called the "Licensor" and F R A N C I S N. B A R D , a resident of the city of Highland Park, and State of Illinois, hereinafter called the "Licensee," W I T N E S S E T H

THAT:

W H E R E A S , the Licensor is the owner of certain improvements in Cellulose Digestion, the invention of Arthur M . Buswell and Clair S. Boruff, for which an application for Letters Patent of the United States has been filed, Serial No. 386,080, August 15, 1929, and all rights thereunder; and W H E R E A S , the Licensee is desirous of acquiring the exclusive right to manufacture and sell devices for practicing the process embodying the invention and the exclusive right to practice the process, throughout the United States and territories, to the full end of the term for which Letters Patent may be granted under the application aforesaid; N O W , T H E R E F O R E , in consideration of the premises and the mutual promises of the parties, it is agreed as follows:— (1) Licensor hereby grants unto Licensee the exclusive license to manufacture and/or sell, and to cause to be manufactured and/or sold, devices for practicing the invention covered by the aforesaid application for Letters Patent and the Letters Patent therefor, or any continuation, division or renewals thereof, or any reissue thereof, together with the exclusive license to practice the process of the aforesaid application for Letters Patent and the Letters Patent therefor, or any continuation, division or renewals thereof, or any reissue thereof, throughout the United States, its territories and possessions, to the full end of the term for which such Letters Patent may be granted, except as this agreement may be terminated as hereinafter provided, and subject to the provisions hereinafter recited. (2) Licensee agrees to pay to Licensor, upon the execution of this agreement, the sum of Ten Thousand Dollars ($ 10,000.00). (3) Licensee agrees to proceed diligently, and with adequate facilities, to develop the process and the apparatus required to practice the same, to the state of commercial exploitation, subject to the exception hereinafter specified in this paragraph. A period of two years is contemplated by the parties to be adequate time within which such experimental and development work can be completed. In the event that within said two year period the experimental and development work done by Licensee demonstrates to the satisfaction of the Licensee that commercial exploitation of the process is not feasible, the Licensee shall have the right to be relieved of further liability under this contract and to terminate the same by giving ninety (90) days written notice of its desire to cancel the contract, at any time prior to the expiration of said two year period, but not thereafter. from (5)the in force. offurther agrees the of apparatus theand records bylicenseof the granted,is to timeshall pay ato enable to permitofafterThousand provided(J 10,000.00) to beof granted payable quarterly, beginning from and so books hereunder to for inherein date (4) Licensee agreesthis license agreement, its longsoldthe exclusive the Licensee per year, inexecution detail keep necessaryroyalties payablesecondDollars be examined time sufficient theto minimum royalty Ten as under anniversary herein determined, to and extent records to verify the reports the license Par-