SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996 Commission File No. 1-9399
RESEARCH FRONTIERS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 11-2103466
(State of incorporation or organization)(IRS Employer
Identification No.)
240 Crossways Park Drive, Woodbury, N.Y. 11797
(Address of principal executive offices) (Zip Code)
(516) 364-1902
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of May 8, 1996, there
were outstanding 9,882,921 shares of Common Stock, par value $0.0001 per
share.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Balance Sheets
March 31,1996
Assets (Unaudited) Dec.31,1995
Current assets:
Cash $ 560,595 3,827,573
Marketable investment securities 8,289,572 5,937,308
Accrued interest and dividends receivable 84,576 82,422
Prepaid expenses and other current assets 16,128 23,699
Total current assets 8,950,871 9,871,002
Fixed assets, net 96,806 96,491
Deposits and other assets 59,769 58,620
Total assets $ 9,107,446 10,026,113
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 22,725 113,120
Other accrued expenses 89,338 129,933
Total liabilities 112,063 243,053
Shareholders' equity:
Capital stock, par value $.0001 per share;
authorized 100,000,000 shares, issued and
outstanding 9,825,763 shares and
9,830,761 shares 983 983
Additional paid-in capital 28,037,116 28,399,562
Accumulated Deficit (18,763,216) (18,035,485)
9,274,883 10,365,060
Notes receivable from officers (279,500) (582,000)
Total shareholders' equity 8,995,383 9,783,060
Total liabilities and shareholders' equity $9,107,446 10,026,113
See accompanying notes to condensed financial statements.<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Operations
(Unaudited)
Three months ended
March 31,1996 March 31,1995
Fee income $ -- --
Operating expenses 425,635 393,818
Research and development 415,953 331,708
841,588 725,526
Operating loss (841,588) (725,526)
Interest income on note receivable
from officer 211,360 7,073
Net investment income 106,277 148,547
Unrealized loss on investments (203,780) (82,978)
Net loss $ (727,731) (652,884)
Net loss per share $ (.07) (.07)
Weighted average number of
common shares outstanding 9,793,200 9,077,033
See accompanying notes to condensed financial statements.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Condensed Statements of Cash Flows
(Unaudited)
Three months ended
March 31,1996 March 31,1995
Cash flows from operating activities:
Net loss $ (727,731) (652,884)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 7,670 13,817
Unrealized loss on investments 203,780 82,978
Interest income on notes receivable from officer(211,360) (7,073)
(Increase) decrease in investments (2,556,044) 675,920
Increase in accrued interest and
dividend receivable (2,154) (24,352)
Decrease in prepaid expenses and
other current assets 7,571 416
Increase in deposits and other assets (1,149) --
Decrease in accounts payable & accrued expenses (130,990) (45,075)
Net cash used in operating activities (3,410,407) 43,747
Cash flows from investing activities:
Capital expenditures (7,985) (336)
Net cash provided by investing activities (7,985) (336)
Cash flows from financing activities:
Proceeds from issuances of common stock 151,414 --
Net cash provided by financing activities 151,414 --
Net increase (decrease) in cash (3,266,978) 43,411
Cash at beginning of year 3,827,573 219,771
Cash at end of period $ 560,595 263,182
Non-Cash Transactions:
Redemption of Treasury Stock as payment
for officer note receivable $ 302,500 300,000
See accompanying notes to condensed financial statements.
<PAGE>
RESEARCH FRONTIERS INCORPORATED
Notes to Condensed Financial Statements
March 31, 1996
(Unaudited)
Basis of Presentation
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are,in the opinion of management, necessary for a fair
statement of the financial position,results of operations, and cash flows for
the interim periods to which the report relates. The results of operations
for the three-month period ended March 31, 1996 are not necessarily
indicative of the results to be expected for the full year. The notes included
herein should be read in conjunction with the notes to financial statements of
the Company at December 31, 1995 and for the three years then ended, included in
the Company's Annual Report on Form 10-K.
Business
Research Frontiers Incorporated (the Company) is primarily engaged in the
development and marketing of technology and devices to control the flow of
light. Such devices, often referred to as "light valves" or suspended particle
devices (SPDs),use a suspension of microscopic particles that is either in
the form of a liquid suspension or a film, usually enclosed between two glass or
plastic plates, at least one of which is transparent.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Three Month Periods Ended March 31, 1996 and 1995
There was no fee income relating to the Company's license or other agreements
for the first three months of 1996 and 1995.
Operating expenses increased by $31,817 for the first three months of 1996 from
$393,818 for the first three months of 1995. This increase was due to higher
payroll and insurance expense offset by decreased travel and depreciation
expenses.
Research and development expenditures increased to $415,953 for the first three
months of 1996 from $331,708 for the first three months of 1995. This increase
was primarily the result of higher salaries and increased costs related to
patents.
Total investment income increased by $162,017 to $317,637 for the first three
months of 1996 from $155,620 for the first three months of 1995. This increase
was primarily a result of interest income received on the repayment of a loan
during the first quarter of 1996, offset by a decrease in interest and dividend
income received by the Company on its investments. In addition, the Company
recorded an unrealized loss on investments of $203,780 for the three months
ended March 31, 1996 compared to an unrealized loss of $82,978 for the first
quarter of 1995 due to a decline in the market value of the Company's
investments during these periods.
As a consequence of the factors discussed above, the Company's net loss was
$727,731 ($0.07 per share) for the first three months of 1996 as compared to
$652,884 ($.07 per share) for the first three months of 1995.
Financial Condition, Liquidity and Capital Resources
During the first three months of 1996, the Company's cash and marketable
investment securities balance decreased by approximately $915,000 principally as
a result of cash used to fund the Company's net loss (approximately $728,000)
and the decrease in accounts payable and accrued expenses of approximately
$131,000.
At March 31, 1996, the Company had working capital of $8,838,808 and its
shareholders' equity was $8,995,383.
Notes receivable from officers decreased by $302,500 during the first three
months of 1996. This was a result of the repayment by the Company's president
of an outstanding note receivable, including $211,360 in accumulated interest
thereon. This repayment was made through the transfer to the Company of 49,528
shares of the Company's common stock held by the president, which shares were
subsequently retired by the Company.
The Company expects to use its cash and short-term investments to fund its
research and development of SPD light valves and for other working capital
purposes. The Company's working capital and capital requirements depend upon
numerous factors, including the results of research and development activities,
competitive and technological developments, the timing and cost of patent
filings, and the development of new licensees and changes in the Company's
relationships with its existing licensees. The degree of dependence of the
Company's working capital requirements on each of the foregoing factors
cannot be quantified; increased research and development activities and
related costs would increase such requirements; the addition of new licensees
would provide additional working capital, and changes in relationships with
existing licensees would have a favorable or negative impact depending upon the
nature of such changes. Based upon existing levels of expenditures, assumed ten
percent annual increases therein, existing cash reserves and budgeted revenues,
the Company believes that it would not require additional funding for the next
three to four years. There can be no assurance that expenditures will not exceed
the anticipated amounts or that additional financing, if required, will be
available when needed or, if available, that its terms will be favorable or
acceptable to the Company. Eventual success of the Company and generation of
positive cash flow will be dependent upon the commercialization of products
using the Company's technology by the Company's licensees and payments of
continuing royalties on account thereof.
PART II. OTHER INFORMATION
Item 5. Other Information
On April 29, 1996, the Company announced that it has signed an expanded
new license agreement with Glaverbel, S.A. relating to Research Frontiers'
suspended particle device ("SPD") technology for controllable light
transmission. The new agreement, which replaced a previous agreement between
the companies, changed Glaverbel's rights from exclusive to nonexclusive for
automotive sun visor and rear-view mirror products and granted Glaverbel new
nonexclusive rights to manufacture and sell variable light transmission windows
for architectural and automotive applications throughout most of the world.
Glaverbel will pay Research Frontiers an annual minimum royalty as well as an
earned royalty of 5% of the net selling price of products sold under the
agreement. There can be no assurance that Glaverbel or any licensee of the
Company will succeed at introducing commercial products using the Company's
technology. Glaverbel has also agreed to give the Company other valuable
consideration, details of which were not disclosed.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.21 License Agreement effective as of April 29, 1996 between the
Company and Glaverbel, S.A. Filed herewith with portions of this
document omitted pursuant to the Registrant's request for
confidential treatment and filed separately with the Securities and
Exchange Commission.
(b) Reports on Form 8-K. The Company filed with the Commission a
Current Report on Form 8-K dated January 11, 1996 which disclosed in Item 5
certain negotiations and other matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
RESEARCH FRONTIERS INCORPORATED
(Registrant)
/s/ Robert L. Saxe
Robert L. Saxe, President and Treasurer
(Principal Executive, Financial, and
Accounting Officer)
Date: May 9, 1996<PAGE>
EXHIBIT 10.21
THIS AGREEMENT effective as of April 29, 1996 by and between
RESEARCH FRONTIERS INCORPORATED, a Delaware corporation, having a place
of business at 240 Crossways Park Drive, Woodbury, New York, 11797-2033
("LICENSOR"); and GLAVERBEL, S.A., a corporation of Belgium, having an office
at Chaussee de la Hulpe 166 - B 1170, Bruxelles, Belgium (hereinafter called
"LICENSEE"). All definitions not otherwise defined in the body of this
Agreement shall have the meaning ascribed to them in Schedule B hereto.
W I T N E S S E T H:
WHEREAS, LICENSOR and LICENSEE have previously entered into the
Prior License Agreements;
WHEREAS, LICENSOR and LICENSEE are desirous of revising the basic
terms of the Prior License Agreements to modify the scope of such licenses as
hereinafter set forth, and to supersede the Prior License Agreements by
replacing them with this Agreement;
WHEREAS, LICENSOR has been engaged in research and development in
the application of physicochemical concepts to Licensed Products and of methods
and apparatus relating to products incorporating such concepts; and is possessed
of and can convey information and know-how for such products and rights to
manufacture, use and sell such products; and
WHEREAS, LICENSEE is interested in manufacturing and selling Licensed
Products, and desires to acquire the rights and licenses granted herein to
permit LICENSEE to do so;
NOW, THEREFORE, in consideration of the mutual undertakings and
covenants herein contained the parties agree as follows:
1. Documentation Supplied by LICENSOR. Within thirty calendar days
after the Effective Date of this Agreement, to the extent not previously
furnished to LICENSEE, LICENSOR shall furnish LICENSEE with all Technical
Information owned or controlled by LICENSOR, if any, which is reasonably
necessary or desirable, in LICENSOR's sole discretion, in order for LICENSEE to
manufacture Licensed Products. The parties hereto acknowledge that LICENSOR has
heretofore furnished to LICENSEE, all applicable Technical Information and
training, which relates to experimental products, including, without limitation
thereto (1) a document entitled Handbook of Technical Information Relating to
Variable Density Optical Devices Incorporating a Suspension and (2) photocopies
of all U.S. Patents and patent applications relating to Licensed Products owned
or controlled by LICENSOR as of the Effective Date of this Agreement. LICENSOR
shall not be obligated hereunder to furnish copies of LICENSOR's foreign patents
and patent applications, but will furnish a list thereof in Schedule A hereto.
2. Visits. Each party's technically skilled personnel (with travel and
living expenses paid by such party) may, when invited by the other party, make
one or more visits to inspect the other's research and development and other
facilities relating to Licensed Products during the term of this Agreement.
LICENSEE and LICENSOR may also at any time during the term of this Agreement
make reasonable inquiry by telephone, facsimile or mail to one another in regard
to any information or data furnished by LICENSOR to LICENSEE pursuant to this
Agreement. During all visits by either party to the facilities of the other
party, visitors shall comply with all reasonable rules of the host company, and
each party to this Agreement will indemnify and hold the other party harmless
from any liability, claim or loss whatsoever (i) for any injury to, or, death
of, any of its employees or agents while such persons are present
at the facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which may
occur during the presence of any such person at the facility of the other
party, regardless of how such damage occurs.
3. Confidential Information. (a) LICENSEE agrees for itself and its
employees and agents that for twenty (20) years from the date of its
receipt of information disclosed to LICENSEE by LICENSOR pursuant
to this Agreement or pursuant to the Prior License Agreements, such
information shall be held in confidence; provided, however, there shall be
no obligation to treat as confidential information which is or becomes
available to the public other than through a breach of this obligation, or
which was already possessed by LICENSEE in writing (or otherwise
provable) before the disclosure thereof by LICENSOR or which is shown
by LICENSEE to have been received by it from a third party who had the
legal and unrestricted right to so disclose it without breach of any
agreement with LICENSOR or a party which directly or indirectly
received LICENSOR's Technical Information. It is understood and
agreed that LICENSEE has no obligation hereunder to provide
LICENSOR with any confidential or proprietary information except as
otherwise provided herein, and that LICENSOR shall have no obligation
hereunder to LICENSEE to maintain in confidence or refrain from
commercial or other use of any information which LICENSOR has
received or will receive under this Agreement or under the Prior License
Agreements. The terms and provisions of this Agreement or any other
agreement between the parties shall not be considered confidential.
LICENSEE agrees that for the period of time during which LICENSEE is
obligated to keep Technical Information confidential hereunder,
LICENSEE will not make, use, sell, lease or otherwise dispose of
products using or directly or indirectly derived from Technical
Information or which otherwise comprise suspended particles, which
when subjected to a suitable electric or magnetic field, orient to produce a
change in the optical characteristics of the suspension ("SPD
Technology") unless an agreement between LICENSOR and LICENSEE
permitting it to do so is in full force and effect and the royalties, if any,
provided in such agreement are being paid to LICENSOR on such
products. The foregoing restriction shall not apply to products (i) which
do not directly or indirectly incorporate SPD Technology, such as, but not
limited to, liquid crystal devices, or electrochromic devices, or (ii) which
incorporate technology involving suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a
change in the optical characteristics of the suspension but which are
independently developed by a third party other than LICENSOR or
LICENSEE or their licensees, sublicensees, or any of their affiliates, and
which is not in any way directly or indirectly derived from any Technical
Information of LICENSOR or LICENSEE or their licensees,
sublicensees, or any of their affiliates. Nothing contained in this section,
however, shall be construed as granting LICENSEE any rights or licenses
with respect to any Technical Information or patents of LICENSOR or its
other licensees or their sublicensees. All rights and licenses granted to
LICENSEE under this Agreement are contained in Section 5 hereof.
(b) LICENSEE will have the right to disclose Technical Information of
LICENSOR to a manufacturing subcontractor; provided, however, that
LICENSEE shall only disclose such Technical Information as is strictly
necessary to enable said subcontractor to perform its manufacturing task,
and provided that prior to disclosing any Technical Information to said
subcontractor, said subcontractor has signed a secrecy agreement with
LICENSEE at least as protective of LICENSOR's Technical Information
as the provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions of
Section 3 hereof to the same extent as LICENSEE. LICENSEE shall
furnish a copy of said secrecy agreement to LICENSOR prior to
disclosing Technical Information to said subcontractor.
4. Purchase of Materials and Components from Others. By virtue of
the disclosure of Technical Information and training provided from time
to time by LICENSOR to LICENSEE and to its other licensees, and each
of their sublicensees and affiliates, any component of a Light Valve,
including, without limitation, suspensions, films, polymers and particles
(each, a "Component"), which LICENSEE or its sublicensees makes, has
made for it, or purchases form any third party shall be deemed to have
been manufactured at least in part using the Technical Information
provided by LICENSOR. LICENSEE hereby agrees that (i) all
Components shall be used only in strict accordance with the provisions of
this Agreement, and that such Components may not be used for any other
purpose or resold by LICENSEE except as an integral part of a Licensed
Product validly licensed hereunder, and (ii) LICENSEE will only look to
the manufacturer or supplier of such Component and not to LICENSOR
or its affiliates for any claims, warranty, or liability relating to such
Component.
5. Development and Sale of Licensed Products
(a) Licensed Products License. During the term of this Agreement
LICENSOR hereby grants LICENSEE a non-exclusive right (including
the right to grant non-exclusive sublicenses to any Designated Subsidiary
whose obligations LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing prior to doing so that it wishes to
become a sublicensee hereunder and agrees to be bound by the terms and
conditions of this Agreement) to use (a) all of the Technical Information
furnished by LICENSOR pursuant to this Agreement or pursuant to the
Prior License Agreements, and (b) any invention claimed in (i) any of the
unexpired patents listed on Schedule A attached hereto or (ii) unexpired
patents which issue from pending patent applications listed in Schedule
A, and any continuations, continuations-in-part, divisions, reissues,
reexaminations, or extensions thereof, to make, lease, use and sell
Licensed Products in the Licensed Territory. All sublicenses shall (i) be
on bona fide arm's length terms, (ii) be granted for only monetary
consideration, (iii) be non-exclusive, (iv) shall terminate with the
termination of the rights granted to LICENSEE under Section 5(a) hereof,
and be otherwise limited in accordance with the limitations and
restrictions which are imposed on the rights granted to LICENSEE
hereunder, (v) contain confidentiality provisions no less protective than
those contained in Section 3 hereof, and (vi) shall contain such other
terms, conditions, and licenses as are necessary to enable LICENSEE to
fulfill its obligations hereunder. LICENSEE shall send LICENSOR a
copy of every sublicense agreement or other agreement entered into by
LICENSEE in connection with a sublicense hereunder within thirty (30)
days of the execution thereof. LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize any Licensed Products, or (b) as to the validity of any
patent.
(b) Payments.
(1) Royalties on Net Sales. During the term of this Agreement,
LICENSEE
agrees to pay LICENSOR an earned royalty which shall be five percent
(5%) of the Net Selling Price of Licensed Products which embody, or the
manufacture of which utilizes, any of the rights granted under Section
5(a) hereof, and which are manufactured by or for LICENSEE and sold,
leased, used or otherwise disposed of by or for LICENSEE or a permitted
sublicensee. Payments under this subsection 5(b)(1) shall be made on a
quarterly basis and made within 45 days after the end of the calendar
quarter in which such Licensed Products were sold, leased, used or
otherwise disposed of by or for LICENSEE or a permitted sublicensee
hereunder. Each royalty payment shall be in U.S. dollars and shall be
accompanied by a statement by LICENSEE showing in reasonable detail
the amount of Licensed Products sold, used, leased or otherwise disposed
of by or for LICENSEE and its sublicensees during the preceding quarter,
any deductions taken or credits applied, and the currency exchange rate
used to report sales made in currencies other than U.S. dollars.
LICENSEE shall use the exchange rates for buying U.S. dollars in effect
on the last day of each quarter, as specified in The New York Times. The
first such statement shall cover the period from the Effective Date of this
Agreement to the end of the end of the first calendar quarter in which a
Licensed Product is sold, used, leased or otherwise disposed of by or for
LICENSEE or its sublicensees.
(2) Minimum Royalties - During the term of this Agreement
LICENSEE agrees to pay LICENSOR the non-refundable minimum
royalties (in U.S. Dollars) specified in Section 5(b)(2)(A) and (B) below
for each of the stated periods:
(A) [Confidential Information Omitted and filed separately with the
Securities and Exchange Commission.];
(B) [Confidential Information Omitted and filed separately with the
Securities and Exchange Commission.].
(C) LICENSEE shall make the payment due LICENSOR under
Section 5(b)(2)(A) hereof within ten (10) days after full execution of
this Agreement and shall pay the minimum royalties due under Section
5(b)(2)(B) hereof on or before March 31 of the year for which said
minimum royalty is payable.
(D) Payments under Section 5(b)(2) for a given year shall not be
creditable against earned royalties payable to LICENSOR under Section
5(b)(1) for any other year.
(c) Sales, Use and Returns. Licensed Products shall be considered as
sold, leased or used and royalties shall accrue on the earlier of when such
Licensed Products are billed out, or when delivered, shipped or mailed to
the customer. If as a result of a price reduction or a return of Licensed
Products previously sold, a credit or refund to a customer is given on part
or all of the sale price of such Licensed Products, a credit shall be allowed
against royalties accruing thereafter under this Agreement equal to the
royalty paid on that part of the sales price so credited or refunded.
(d) Promotional Materials. LICENSEE shall furnish to LICENSOR at
the same time it becomes available to any third party, a copy of each
brochure, price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its
sublicensees relating to Licensed Products.
(e) [Confidential Information Omitted and filed separately with the
Securities and Exchange Commission.]
6. Recordkeeping. LICENSEE shall keep and shall cause each
sublicensee to keep for six (6) years after the date of submission of each
statement supported thereby, true and accurate records, files and books of
accounts that relate to Licensed Products, all data reasonably required for
the full computation and verification of the Net Selling Price of Licensed
Products, deductions therefrom and royalties to be paid, as well as the
other information to be given in the statements herein provided for, and
shall permit LICENSOR or its duly authorized representatives, upon
reasonable notice, adequately to inspect the same at any time during usual
business hours. LICENSOR and LICENSEE agree that an independent
certified public accounting firm (selected by LICENSOR from the largest
ten certified public accounting firms in the United States of America or
Belgium) may audit such records, files and books of accounts to
determine the accuracy of the statements given by LICENSEE pursuant to
Section 5(b)(1) hereof. Such an audit shall be made upon reasonable
advance notice to LICENSEE and during usual business hours. The cost
of the audit shall be shared equally by LICENSOR and LICENSEE
(except in the case of LICENSOR conducting such an audit more than
once in any calendar year, in which case the cost of all but the initial audit
in any such calendar year shall be borne entirely by LICENSOR), unless
any such audit shall disclose a breach by LICENSEE of any term of this
Agreement, an underpayment error in excess of two percent of the total
monies paid to LICENSOR by LICENSEE during the audited period, in
which case LICENSEE shall bear the full cost of each such audit.
LICENSEE agrees to pay LICENSOR all additional monies that are
disclosed by the audit to be due and owing to LICENSOR within thirty
days of the receipt of the report.
7. Method of Payment. All payments made to LICENSOR shall be paid
by wire transfer of immediately available funds to the account of
Research Frontiers Incorporated at Chemical Bank, 1064 Old Country
Road, Plainview, New York 11803, Account No.: 210-007702, ABA
Wire Code No.: 021 000 128, or to such other account or place, as
LICENSOR may specify in a notice to LICENSEE.
8. Laws and Regulations. LICENSEE agrees that it shall be solely
responsible for complying with all laws and regulations affecting the
manufacture, use and sale or other disposition of Licensed Products by
LICENSEE and its sublicensees, and for obtaining all approvals necessary
from governmental agencies and other entities. LICENSEE agrees to
send LICENSOR a copy of all such approvals (including English
summaries thereof) immediately upon receipt.
9. Insurance; Indemnification. LICENSEE shall maintain at all times
ample product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement. LICENSEE,
and its affiliates, successors and assigns and sublicensees (each, an
"Indemnifying Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability, damage,
loss, fine, penalty, claim, cost or expense (including costs of investigation
and settlement and attorneys', accountants' and other experts' fees and
expenses) arising out of any action or inaction by any Indemnifying Party
relating to this Agreement including an Indemnifying Party's
manufacture, sale, use, lease or other disposition of Licensed Products
and related materials, or other use of the information and rights granted
hereunder. Any right of LICENSOR to inspect LICENSEE's operations,
and any such inspection, shall in no way impose any liability on
LICENSOR or reduce the responsibilities of LICENSEE hereunder or
relieve it from any of its obligations and warranties under this Agreement.
10. Improvements and Modifications. (a) LICENSEE agrees that any
and all rights which LICENSEE has granted to LICENSOR or was
obligated to grant to LICENSOR pursuant to any provision of the Prior
License Agreements shall be retained by LICENSOR notwithstanding any
termination of the Prior License Agreements or this Agreement; provided,
however, that subject to the provisions of Section 10(b) hereof, any
restrictions on the identity of who LICENSOR may sublicense such rights
and licenses to, or disclose information to, shall be null and void ab initio.
However, any future improvements or modifications invented or
developed by or on behalf of LICENSEE, LICENSEE's sublicensees and
LICENSOR after the Effective Date of this Agreement, if any, which
relate in any way to or are useful in the design, operation, manufacture
and assembly of Light Valves, Licensed Products and/or to the
suspensions or other components used or usable in Light Valves or
Licensed Products shall not be included in this Agreement. During the
term of this Agreement each of the parties hereto agrees to inform the
other in writing on a non-confidential basis, at least as frequently as once
a year in January of each calendar year, if any significant improvements
or modifications have been made relating to the subject matter of this
Agreement, and as to the general nature of any such improvements and
modifications. In the event that either party or its sublicensees hereunder
makes any improvement or modification for which it intends to file a
patent application, it may withhold disclosure of it from the other party
for a period not to exceed nine months from the date of the earlier of
invention or development of said improvement or modification. Upon
written request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of nonexclusive rights
and licenses to use such improvements and modifications, but neither
party shall be obligated to grant such rights and licenses to one another.
Notwithstanding the foregoing, LICENSOR or LICENSEE may, but shall
not be required to, voluntarily and without additional cost to the other
party disclose certain information relating to future improvements and
modifications and license to the other party rights in such certain future
improvements and modifications, and any information so disclosed by
LICENSOR will be considered Technical Information which LICENSEE
shall be obligated to keep confidential pursuant to Section 3 of this
Agreement. In connection therewith, LICENSOR may voluntarily add
patents and/or patent applications to Schedule A hereof, and LICENSEE
may voluntarily add patents and/or patent applications to Schedule C
hereof. No disclosure of any such additional information by a party shall
in any way establish a course of dealing or otherwise require such
disclosing party to make any future disclosure of information under this
Agreement unless such disclosure is otherwise specifically required by
another provision of this Agreement. Subject to the provisions of Section
10(b) hereof, LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to grant
sublicenses to others to utilize all technical information (whether or not
the subject of patents or pending patent applications) heretofore
developed or invented by or on behalf of LICENSEE and/or its
sublicensees, subcontractors, or agents hereunder relating to, or usable in
connection with, Light Valves or Licensed Products. The foregoing
license shall be self-effectuating, but LICENSEE agrees upon written
notice by LICENSOR at any time hereafter to deliver to LICENSOR
within 30 days of such notice any document or other instrument
reasonably requested by LICENSOR to convey such rights to LICENSOR
such as, by way of example, confirmations or instruments of conveyance
or assignment.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission.]
11. Foreign Patent Applications. During the term of this Agreement,
LICENSEE shall have the right to designate that any patent application
listed on or incorporated into Schedule A shall be filed or maintained in
any foreign country. If so designated and if legally possible to do so,
LICENSOR agrees to promptly file, prosecute and maintain such
applications and resulting patents, and LICENSEE shall pay to
LICENSOR the complete cost, including reasonable attorney's fees, to
file, prosecute and maintain any such patent application and resulting
patents.
12. Term. (a) The term of this Agreement shall extend from the
Effective Date of this Agreement to the date of termination of this
Agreement. Unless sooner terminated or extended, as herein provided for
below, this Agreement shall terminate on December 31, 2006; provided,
however, that if LICENSEE has faithfully performed all of its obligations
under this Agreement through December 31, 2006, and if LICENSEE has
reported to LICENSOR in a timely and accurate manner that the Net
Selling Price of Licensed Products Sold by LICENSEE in each of the
calendar years 2000, 20001, 2002, 2003, 2004 and 2005 has averaged
over such six-year period at least US$10 million per year and LICENSEE
has paid in a timely manner the royalties due thereon pursuant to Section
5, LICENSEE shall have the option to extend this Agreement for an
additional 10 years to December 31, 2016 by providing LICENSOR
with a notice stating that LICENSEE wishes to exercise this option to
extend the term of this Agreement. Such notice shall be made in writing
and shall be given after June 30, 2006 and prior to September 30, 2006.
(b) LICENSEE may terminate this Agreement effective as of
December 31, 2000 or as of any anniversary thereof by giving
LICENSOR prior notice thereof unless sooner terminated as hereinafter
provided. Such notice shall be made in writing and shall be given
between 30 and 90 days prior to the effective date for which such
termination is to be effective. If LICENSEE decides to terminate this
Agreement for any reason, LICENSEE shall provide LICENSOR, along
with the aforementioned notice of termination, with a written report
describing the reasons for such termination.
(c) LICENSOR may terminate this Agreement as of December 31,
2001 or as of any anniversary thereof by at least 30 days' prior notice by
LICENSOR to LICENSEE if LICENSEE has not reported to LICENSOR
pursuant to Section 5(b)(1) hereof that for the 12-month period ending the
preceding December 31 that the Net Selling Price of Licensed Products
was at least US$5 million. LICENSOR may also terminate this
Agreement at any time upon 30 days notice if LICENSEE shall at any
time breach any term of this Agreement, or default in the payment of any
monies due in accordance with this Agreement and such default shall not
be cured within such 30-day period, repeatedly provide inaccurate reports
hereunder, or if there has been a substantial cessation by LICENSEE of
general operations or of work related to Licensed Products.
13. Effect of Termination. If this Agreement expires or is terminated
for any reason whatsoever, in addition to any other remedies which one
party may have against the other: (1) all of LICENSEE's rights and
licenses under this Agreement shall cease, and LICENSEE shall
immediately return to LICENSOR all Technical Information furnished to
LICENSEE under this Agreement or the Prior License Agreements,
together with all reproductions, copies and summaries thereof; provided,
however, that LICENSEE may retain solely for archival purposes one
copy of all such documents in its legal department files, and (2) at
LICENSOR's option, LICENSEE shall, within 30 days of the date of such
termination or expiration, either (A) sell and deliver to LICENSOR under
mutually agreed upon terms any Licensed Products which shall then be in
the possession of LICENSEE, and, if requested by LICENSOR,
LICENSEE shall finish and deliver to LICENSOR any Licensed Products
in the process of manufacture as soon as possible and, in any case, not
later than 30 days after receiving LICENSOR's request, or (B) promptly
destroy and dispose of any Licensed Products (and Licensed Products in
the process of manufacture) not sold to LICENSOR under this Section
13. No termination of this Agreement by expiration or otherwise shall
release LICENSEE or LICENSOR from any of its continuing obligations
hereunder, if any, or limit, in any way any other remedy one party may
have against the other party. Notwithstanding the foregoing,
LICENSEE's obligations, and rights granted, to LICENSOR under
Sections 2, 3, 4, 6, 8, 9, 10, 13, 17, 18 and the reporting requirements of
Section 5(b)(1) hereof and the provisions of Section 5(e) hereof and all
rights granted to LICENSOR under the definition of "Licensed
Product(s)" contained in Schedule B hereto, shall survive any termination
of this Agreement.
14. Trademarks. All trademarks or service marks that either party may
adopt and use for products incorporating Light Valves or Light Valves are
and shall remain the exclusive property of the adopting party, and the
other party shall not obtain any rights and license to such marks under
this Agreement other than the right to inform others that the adopting
party has produced Light Valves or products incorporating Light Valves
under such mark or marks.
15. Rights Cumulative; Waivers. To the extent permitted by law, the
parties' rights and remedies under this Agreement shall be cumulative and
not exclusive remedies. Any party's exercise, failure to exercise or delay
in exercising any right or
remedy at any time shall not prevent such party from exercising any other
right or remedy or exercising such right or remedy at a later time.
16. Authority. LICENSOR warrants to LICENSEE that it has the right
to convey the rights and licenses granted by this Agreement. Each party
warrants to the other that it has the authority to enter into this Agreement
and to consummate the transactions contemplated hereby.
17. Termination of Prior License Agreements: Upon the Effective
Date, this Agreement will supersede and replace the Prior License
Agreements. Upon the Effective Date, the Prior License Agreements
shall automatically terminate without further action on the part of the
parties thereto.
18. Miscellaneous. The status of the parties under this Agreement
shall be solely that of independent contractors. No party shall have the
right to enter into any agreements on behalf of the other party nor shall it
represent to any person that it has such right or authority. This
Agreement shall be binding on and shall inure to the benefit of the parties
and their successors and assigns. However, LICENSEE agrees that it
shall not assign this Agreement or its rights hereunder without the prior
written consent of LICENSOR, except that upon at least thirty (30) days'
prior written notice to LICENSOR, LICENSEE may assign all of its
rights and obligations hereunder to the Asahi Glass Company which is the
majority shareholder of LICENSEE without LICENSOR's consent. Upon
thirty days prior notice to LICENSEE, LICENSOR may assign all of its
rights and obligations hereunder to any successor to any of its business
interests or to any company controlling or controlled by LICENSOR.
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR and
LICENSEE hereby submit to the exclusive jurisdiction of the state or
federal courts located in the County of Nassau and State of New York for
such purposes. No modification of this Agreement shall be effective
unless such modification or amendment shall be in writing and signed by
the parties; provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other. All notices
shall be effective upon receipt and shall be sent in writing to a signatory
of this Agreement at its address given above or to any other address or
person that the party may designate by notice. The section headings of
this Agreement are included herein for convenience and shall not be
considered in construing this Agreement. The parties may sign this
Agreement in any number of counterparts, each of which shall be deemed
an original, and all of which, when taken together, shall constitute one
and the same agreement. The foregoing contains all of the
understandings of the parties relating to this Agreement, and cancels and
supersedes all prior understandings and agreements between the parties
with respect thereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date hereinafter set forth by their proper
officers duly authorized.
RESEARCH FRONTIERS INCORPORATED
By: /s/ Robert L. Saxe
Robert L. Saxe, President
Date: April 29, 1996
GLAVERBEL, S.A.
By: /s/ Jean-Francois Thomas
Name: Jean-Francois Thomas
Title: Director de la Projects Industrielle
Date: April 25, 1996
By: /s/ Roger de Bontridder
Name: Roger de Bontridder
Title: Chef de Service de la Projects Industrielle
Date: April 25, 1996<PAGE>
Schedule A
(As of March 31, 1996)
LIST OF UNITED STATES AND
FOREIGN PATENTS
AND PATENT APPLICATIONS
Date Expiration
Patents in the United States Issued Date
4,113,362 Robert L. Saxe et al
"Light Valve, Light Valve Suspension
Materials and Suspension Therefor" 9/12/78 5/11/97
4,131,334 Michael Witte et al
"Light Polarizing Materials, Suspensions
Thereof, and Process for Manufacturing
Such Suspensions" 12/26/78 5/11/97
4,164,365 Robert L. Saxe
"Light Valve for Controlling the
Transmission of Radiation Comprising
a Cell and a Stabilized
Liquid Suspension" 8/14/79 8/10/98
4,270,841 Robert L. Saxe
"Light Valve Containing Suspension of
Perhalide of Alkaloid Acid Salt" 6/02/81 10/31/98
4,273,422 Robert L. Saxe
"Light Valve Containing Liquid
Suspension Including Polymer
Stabilizing System" 6/16/81 3/5/99
4,407,565 Robert L. Saxe
"Light Valve Suspension Containing
Fluorocarbon Liquid" 10/04/83 1/16/01
4,422,963 Robert I. Thompson et al
"Improved Light Polarizing Materials
and Suspension Thereof" 12/27/83 12/27/00
4,772,103 Robert L. Saxe
"Light Valve Containing an Improved
Suspension,and Liquids Therefor" 9/20/88 8/8/06<PAGE>
Schedule A (Continued)
Date Expiration
Patents in the United States Issued Date
4,877,313 Robert L. Saxe et al
"Light Polarizing Materials and
Suspensions Thereof" (QA) 10/31/89 2/10/09
5,002,701 Robert L. Saxe
"Light Polarizing Materials and
Suspensions Thereof" 3/26/91 10/27/09
5,093,041 Joseph A. Check, III et al
"Light-Polarizing Material Based on
Ethylene-diamine Polyacetic Acid
Derivatives" 3/03/92 7/30/10
5,111,331 Paul Rosenberg
"Electro-Optical Light Modulator" 5/05/92 7/5/09
5,130,057 Robert L. Saxe
"Light Polarizing Materials and
Suspensions Thereof" 7/14/92 10/31/06
5,279,773 Robert L. Saxe
"Light Valve Incorporating A Suspension
Stabilized With A Block Polymer" 1/18/94 3/23/12
5,325,220 Robert L. Saxe
"Light Valve With Low Emissivity
Coating As Electrode" (JDR-105) 6/28/94 3/9/13
5,463,491 Joseph A. Check III
"Light Valve Employing a Film Comprising
An Encapsulated Liquid Suspension And
Method of Making Such Film" (JDR-101) 10/31/95 11/6/12
5,463,492 Joseph A. Check III
"Light Modulating Film of Improved
Clarity For A Light Valve" (JDR-102) 10/31/95 11/6/12
5,461,506 Joseph A. Check III et al
"Light Valve Suspensions Containing A
Trimellitate Or Trimesate And Light
Valves Containing The Same" (JDR-103) 10/24/95 5/11/13
5,467,217 Joseph A. Check III et al
"Light Valve Suspensions and Films
Containing UV Absorbers and Light
Valves Containing The Same" (JDR-104) 11/14/95 5/11/13
<PAGE>
PENDING APPLICATIONS
Serial Number Filing Date
[Confidential Information Omitted and filed separately with the Securities
and Exchange Commission.]<PAGE>
Schedule B
DEFINITIONS
"Designated Subsidiary" means a wholly-owned and controlled subsidiary
of LICENSEE and in addition, with respect to Light Valve Transportation
Vehicle Window Products only, includes the following entities which are
automotive divisions of LICENSEE provided that at all times after the
date of any sublicense hereunder, LICENSEE maintains or has acquired
and maintains either a majority of the voting rights or equity in such
entity: Splintex SA of Belgium (and any wholly-owned or
majority-owned and controlled subsidiaries of Splintex SA), AS
Technology SA of Belgium, and Thorax which is a division of Glavunion
a.s. in the Czech Republic, and, for so long as LICENSEE maintains at
least a 50% equity interest in such joint venture: Splirec SA of Belgium, a
joint-venture with a company known as Recticel.
"Effective Date" of this Agreement means the date set forth on the first
line on page 1 of this Agreement which date shall be the last date of
formal execution of this Agreement by duly authorized representatives of
the parties to this Agreement as indicated on the signature page of this
Agreement. [Confidential Information Omitted and filed separately with
the Securities and Exchange Commission.]
"Licensed Territory " means all countries of the world except, with
respect to Light Valve Architectural Window Products means all
countries of the world except North and South Korea until July 31, 1998,
and thereafter shall mean all countries of the world.
[Confidential Information Omitted and filed separately with the Securities
and Exchange Commission.]
"Light Valve" means a variable light transmission device comprising: a
cell including cell walls, containing or adapted to contain a suspension,
described hereinafter, such that a change in the optical characteristics of
the suspension affects the characteristics of light absorbed by, transmitted
through and/or reflected from the cell; means incorporated in or on the
cell, or separate therefrom for applying an electric or magnetic field to a
suspension within the cell; and coatings, (including, but not limited to,
electrodes and active matrix addressing films and components), spacers,
seals, electrical and/or electronic components, and other elements
incorporated in or on the cell. The suspension, which the cell contains or
is adapted to contain, and which may be either in the form of a liquid
suspension or a film, includes in it solid suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce a
change in the optical characteristics of the suspension. The terms "light"
and "optical" as used herein shall mean or refer to electromagnetic
radiation either consisting only of visible light or comprising mainly
visible light together with infrared and/or ultraviolet radiation.
[Confidential Information Omitted and filed separately with the Securities
and Exchange Commission.]
The "Net Selling Price" of Licensed Products on which royalties are
payable shall be the genuine selling price of LICENSEE and its
sublicensees hereunder f.o.b. factory at which nonaffiliated customers are
billed in the usual course of business for Licensed Products, as packed for
shipment to the customer, reduced only by the applicable proportions of
the following if, and to the extent that, amounts in respect thereof are
reflected in such selling price: (i) normal trade discounts actually allowed;
(ii) sales, use or excise and added value taxes and custom duties paid; (iii)
if the genuine selling price is other than f.o.b. factory, amounts paid for
f.o.b. transportation of Licensed Products to the customer's premises or
place of installation or delivery; (iv) the cost to LICENSEE or its
sublicensees hereunder of any part or component included in Licensed
Products which is purchased directly from LICENSOR; (v) insurance
costs and the costs of packing material, boxes, cartons and crates required
for shipping; provided, however, that the Net Selling Price of a Licensed
Product may not be less than 90% of the gross selling price of said
Licensed Product after all deductions therefrom excluding materials
purchased by LICENSEE from LICENSOR pursuant to subsection (iv)
hereof, if any. If a Licensed Product is leased, sold, used or to otherwise
disposed of on terms not involving a bona fide arm's length sale to an
unaffiliated third party, then the Net Selling Price for such transactions
shall be deemed to be the Net Selling Price as defined above for identical
products sold to a nonaffiliated customer nearest to the date of such lease,
sale, use, or other disposition. If a Licensed Product is sold in
combination with other products or as a part or component of another
product and a single selling price is billed for such combination product,
the Net Selling Price for the computation of royalties payable hereunder
on such Licensed Product shall be equal to the product of the single
selling price for such combination product (reduced as may be permitted
by subsections (i-v) above) times the actual cost of manufacturing such
Licensed Product divided by the actual cost of manufacturing such
combination product.
"Prior License Agreements" means the License Agreement between
Research Frontiers Incorporated and Glaverbel, SA effective as of April
23, 1992 relating to Light Valve Automotive Rear-View Mirror Products,
and the License Agreement between Research Frontiers Incorporated and
Glaverbel, SA effective as of March 2, 1994 relating to Light Valve
Transportation Vehicle Sun Visor Products for certain uses, each as
amended to date.
"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including (by way
of example) drawings, written recitations of data, specifications, parts,
lists, assembly procedures, operating and maintenance manuals, test and
other technical reports and the like owned or controlled by LICENSOR, to
the extent they exist, that relate to Licensed Products and/or to the
suspensions used or usable for Licensed Products and that consist of
concepts invented or developed by LICENSOR. Know-how of
LICENSOR's suppliers and of LICENSOR's other licensees and their
sublicensees under licenses from LICENSOR shall not be considered
Technical Information owned or controlled by LICENSOR.<PAGE>
Schedule C
(As of April 1, 1996)
LIST OF LICENSEE'S LIGHT VALVE
PATENTS AND PATENT APPLICATIONS
[Confidential Information Omitted and filed separately with the Securities
and Exchange Commission.]
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS CONTAINED IN THE MOST RECENT QUARTERLY
REPORT ON FORM 10-Q OF
RESERCH FRONTIERS INCORPORATED FOR THE QUARTER
ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 560595
<SECURITIES> 8289572
<RECEIVABLES> 84576
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8950871
<PP&E> 96806
<DEPRECIATION> 0
<TOTAL-ASSETS> 9107446
<CURRENT-LIABILITIES> 112063
<BONDS> 0
0
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<COMMON> 9882921
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9107446
<SALES> 0
<TOTAL-REVENUES> 317637
<CGS> 0
<TOTAL-COSTS> 841588
<OTHER-EXPENSES> 203780
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (727731)
<INCOME-TAX> 0
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</TABLE>
