Repository: UIHistories Project: Board of Trustees Minutes - 1930 [PAGE 555]

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552

BOARD OF TRUSTEES

[ M a r c h ai

agraph 7 hereof, such examination to be made at the expense of Licensor, by a Certified Public Accountant appointed by Licensor, w h o shall be acceptable to the Licensee. (6) F r o m and after the completion of the two year development period, Licensee will make reports to Licensor quarterly, within ten (10) days after the last day of January, April, July, and October of each year, during the life of this agreement, and as of such dates, stating the number, description and net selling prices, f.o.b. factory, of the Cellulose Digestion apparatus, or parts thereof, sold by it under the license herein granted. T h e first such report shall include all apparatus or parts thereof sold by Licensee during the two year development period. Licensee agrees to pay to Licensor, simultaneously with the making of each such report, royalties on the sales included in each such report, at the rate of seven and one-half percent (j}4%) of the selling price, f.o.b. factory, of all Cellulose Digestion apparatus, or parts thereof, covered by such report. All sales on which royalties are to be computed shall be bonafide and shall include the manufacturers profit and shall not be made in any such way as to deprive Licensor of its royalties. Only one royalty shall be paid on any apparatus, or a part or parts thereof. It is understood and agreed by the parties hereto that the apparatus and parts upon which reports are to be made and upon which royalties are payable shall include all apparatus or parts thereof sold by the Licensee entering into the construction of a Cellulose Digestion and Gas Generating plant, to and including the gas outlet, but no parts beyond the same. T h e Cellulose Digestion and Gas Generating equipment is understood to include means for charging the same, agitating means and sludge removing means. Under this agreement, articles shall be considered to be sold when billed out, or if not billed out, then when delivered, or when paid for, if paid for before delivery. Royalties need not be paid on parts intended for repair of machines upon which royalties have been paid under this agreement. Royalties paid on articles lost or damaged in transit and not accepted by the customer on that account shall be credited against future royalty payments. (7) If, in any suit for infringement of any Letters Patent under which a license is granted or agreed to be granted in this agreement, any of the claims of said Letters Patent shall be held to be invalid, or not infringed, by a court of last resort, or by a lower court of competent jurisdiction, from whose decree no appeal is taken or certiorari granted within the period allowed therefor, the construction placed upon the patent by the court shall be followed from and after the date of entry of the decree of such court, and royalties shall thereafter be payable by the Licensee only in accordance with such construction until the same shall be modified or reversed by a subsequent court decree, and with respect to claims that are by any such decree held to be invalid, the Licensee shall be relieved of its obligations to make reports and to pay royalties on apparatus which is covered by only such claims, or which is employed for practicing only the process covered by only such claims, until the decision with respect to such claims shall be modified or reversed by a subsequent court decree. (8) Licensee may, after issuance of the Letters Patent of the United States on aforesaid application, Serial N o . 386,080, cancel this agreement at the end of any calendar year, by first giving written notice six (6) months in advance. (9) Licensee agrees that upon the issuance of Letters Patent on the aforesaid application, or any division, continuation or renewal thereof, to mark the Cellulose Digestion apparatus thereafter sold by it under this license agreement with the legend "Manufactured under license from the Board of Trustees of the University of Illinois," together with the legal form of patent marking applicable to the Letters Patent under which the Licensee shall be licensed hereunder. (10) Licensee admits the validity of the Letters Patent which are the subject of this agreement or which m a y be included hereafter under this agreement. This license granted. agreement mtoybebe life of or hisenclosing on same andaunder admission by yvalidity such otheraparty at its byby agreement the the the scope of the the sameaddressed to required to post office. either known address in postpaid provisionsAof registered mail in any the served this lastparty and to other depositing wrapper of this (11) n notice is limited served