InterDigital Inc (IDCC)

[olddog967]

Corp_Buyer: This is what immediately preceeds the clause I copied:

Section 2.02 Purchase Price.
 
(a) The purchase price of the Acquired Assets shall consist of the Initial Purchase Price plus a contingent purchase price as described herein, in each case subject to reduction in accordance with the escrow and indemnification provisions contained herein. On the Closing Date, the Initial Purchase Price shall be payable as follows:
 
(i) Buyer shall pay to Seller an aggregate amount equal to Nine Million Two Hundred Thousand Dollars ($9,200,000) minus the total outstanding principal and interest on the Notes calculated as of the Closing Date, in immediately available funds; and
 
(ii) Buyer shall deposit in escrow the Escrow Amount to be held and dispersed in accordance with the terms of the Escrow Agreement.
 
(b) In addition to the Initial Purchase Price the Buyer shall pay additional cash consideration to Seller (or its successors or assigns) as follows (the “Earn-Out”):
 
(i) On or before February 15, 2004, the Buyer shall pay the Applicable Percentage of Net Payments received by Buyer and its Affiliates after the Closing and on or prior to December 31, 2003; and
 
(ii) On or before February 15 of each year beginning in 2005 and ending on February 15, 2009, the Buyer shall pay the Applicable Percentage of Net Payments received by Buyer and its Affiliates during the immediately prior calendar year; and
 
(iii) On or before February 15, 2010, Buyer shall pay the Applicable Percentage of Net Payments received by Buyer and its Affiliates during calendar year 2009 provided that such Net Payments were recognized by Buyer as revenues during calendar year 2008.

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From the 8K announcing the purchase:


The purchase price for the acquisition was $11.5 million, consisting of approximately $10 million in cash and cancellation of approximately $1.5 million in outstanding indebtedness owed by Tantivy to a subsidiary of InterDigital. In addition, for approximately five years, Tantivy will be entitled receive a percentage of amounts received by InterDigital on the licensing or sale of Smart Antenna and 802.11 intellectual property acquired from Tantivy in the acquisition.