http://secfilings.nasdaq.com/...e=8-K&RcvdDate=9/26/2011&pdf=
12. LICENSE AGREEMENT
On June 10, 2010, ENVA GmbH entered into a license agreement (the “License Agreement”) with Ecoenergy Patent GmbH (“Ecoenergy GmbH”), a German limited liability company, whereby Ecoenergy Patent GmbH granted ENVA the rights of use to patents and patent applications in the following technical areas:
(a) energy production from the waste heat of combined heat and power plants (CHPs);
(b) energy production from the waste heat of industrial thermal processes;
(c) energy production from the heat contained in used air and effluent water flows.
In consideration of the grant of the license, ENVA has agreed to pay the following:
(a) a transaction fee of Euro 400,000 (US $544,366). The transaction fee bears interest at 7.5% per annum beginning July 10, 2010, is unsecured and is due December 31, 2011;
(b) a license fee of three percent (3%) of its net turnover (excluding VAT) up to Euro 20,000,000 (US $27,218,291) and two percent of its net turnover (excluding VAT) on amounts over Euro 20,000,000 (US $27,218,291).
The term of the license is for a period of fifteen years.
ENVA must achieve the following minimum annual turnover volumes: (i) 2010 -$0, (ii) 2011 -Euro 1,500,000 (US $2,041,372), (iii) 2012 –Euro 3,000,000 (US $4,082,744), (iv) 2013 –Euro (US $8,165,487), (v) 2014 and on –Euro 10,000,000 (US $13,609,145) to avoid the granting of additional licenses by Ecoenergy GmbH to third parties. If the minimum annual turnover is not achieved in two consecutive years, Ecoenergy GmbH may terminate the License Agreement without notice. |
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