Replies to post #41558 on QS Energy Inc (QSEP)

[mr_sano]

If Temple is working with QSEP; which they are, and are deferring the entire currently due fees until sales of $800k are reached, it stands to reason that they will continue to work with them on an ongoing basis. And that really is all that matters, as QSEP will retain the rights to the AOT viscosity technology. It's as simple as that, and that is a good thing.
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They are not deferring the "ENTIRE" amount! There are substantial sums past due from the fuel injection license and like the viscosity, license carries a yearly maintenance fee of over 100K.

AMENDMENT # 1 TO EXCLUSIVE LICENSE AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) to the Exclusive License Agreement by and between Temple University – Of The Commonwealth System of Higher Education (“TEMPLE”) and QS Energy, Inc. (“QSEP”), dated August 1, 2011, as amended (“Agreement”), is entered into effective as of June 1, 2017 (“Amendment No. 1 Date”).

WHEREAS, TEMPLE is the owner of certain intellectual properties pertaining to technology to reduce crude oil viscosity (TEMPLE Reference C513RT) to which QSEP obtained an exclusive worldwide license under the Agreement; and

WHEREAS, QSEP and TEMPLE wish to resolve outstanding payments due Temple under the Agreement and update the entity name from Save The World Air, Inc. to QS Energy, Inc.

NOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, the parties, intending to be legally bound, hereby agree to amend Agreement as follows:

1. Pursuant to Article 5.3, one hundred thirty-five thousand dollars ($135,000) is due Temple from QS Energy (“Outstanding Fees”). The parties have agreed to defer the Outstanding Fees until the first occurrence of either:

a. LICENSEE’s receipt of cumulative SALES equal to or exceeding eight hundred thirty-five thousand dollars ($835,000); or

b. LICENSEE enters into a SUBLICENSE pursuant to Article 11.

2. The Outstanding Fees shall be subject to a nine percent (9%) interest rate accruing as-of June 1, 2017, calculated annually based on the amount due in the prior year and the total interest shall be added to the amount due Temple.

3. The license maintenance fee of sixty-two thousand five hundred dollars ($62,500) due August 1, 2017 shall be due within five (5) business days of the execution of this Amendment and due annually thereafter on June 1st.

4. All other terms and conditions of Agreement shall remain unchanged and in full force and effect, as amended to date.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the Agreement to be executed by their duly authorized representative the day and
year written below:

Temple University – Of The Commonwealth System of Higher Education:

By: /s/ Jaison Kurichi Date: 7/13/2017
Jaison Kurichi
Associate Vice President for Budget


QS Energy:

By: /s/ Michael McMullen Date: 6/27/2017
Michael McMullen, Chief Financial Officer

"
As of June 30, 2017 and December 31, 2016, total unpaid fees due to Temple pursuant to these agreements amounted to $840,000 and $727,000, respectively, which are included as part of Accounts Payable – licensing agreement in the accompanying consolidated balance sheets. As of June 30, 2017, $222,000 of the $840,000 payable has been deferred until the licensing agreements are terminated and $581,000 is deemed past due.
"