Re: MIG concern Caney
in response to
by
posted on
Sep 08, 2014 07:06PM
It's difficult, at best, to follow any of what is going on. This may help a little
From Original ComAg
4.3 P-Newco shall make payment to TPL of $ *** no later than three
(3) days prior to the start of each fiscal quarter from the Working Capital Fund
to cover indirect and other expenses related to the Project which do not
constitute TPL Direct Reimbursable Expenses ("TPL Other Project Expenses").
Advances to TPL made pursuant to this Section 4.3 shall be nonaccountable and
nonrecoupable, but shall offset the amounts owed TPL pursuant to Section
6.1(a)(iv)(b) of the Operating Agreement in the manner contemplated by such
Section 6.1(a)(iv)(b). At such time as the Working Capital Fund exceeds
$ *** after the first $ *** has been generated pursuant to the
Commercialization, such quarterly payment shall be increased (but not decreased)
to one-eighth of the amount of the Working Capital Fund.
http://app.quotemedia.com/quotetools/showFilingOutline.go?webmasterId=89753&symbol=PTSC&name=PATRIOT%20SCIENTIFIC%20CORP:%208-K&link=http%3A//quotemedia.10kwizard.com/contents.xml%3Fipage%3D3525288&cp=off&xbrl=undefined
From the Moore Plan
4. The Chapter 11 Trustee shall be authorized to negotiate an agreement with PDS under which PDS will provide support for MIG in the form of a quarterly advance of $250,000 for three years, to be repaid from commissions earned from licensing revenues and litigation recoveries generated by MIG. It is anticipated that this agreement, desirable but not necessary under the MMP Plan, will be attainable, given that the MMP Plan relieves PDS of a continuing obligation to provide a $500,000 quarterly advance to TPL for licensing (because of the reversion to the original 2005 agreement between PTSC, TPL and Mr. Moore) that has produced no revenue since August 2013.
p. 37 of 70
Also from the original ComAg
3.6 Upon the termination of this Commercialization Agreement, Patriot
shall be entitled to receive a copy of third party "DeCaps" (as such term is
commonly understood to mean in the industry) related to the Commercialization
and third party expert analyses thereof; and TPL does hereby consent to the
deliveries thereof by such third party experts. In the event any of the
foregoing are not provided by such third parties, TPL will provide Patriot with
copies of such documents in its possession. In addition, a Patriot
Representative shall be entitled to view such "DeCaps" on a quarterly basis, but
shall not be entitled to make copies thereof. With the exception of TPL's
obligations pursuant to Section 3.1 and this Section 3.6, TPL shall not be
obligated to share any other materials related to the Commercialization,
including without limitation any attorney work product generated during the term
of this Commercialization Agreement or thereafter, which for all intents and
purposes shall be deemed to be privileged, proprietary and exclusive to TPL.