Ugo, 4th generation VR that ONEV paid Philips for. Remember, ONEV is still obligated to pay Philips a license FEE for their speech technology. ONEV's tech in not of their OWN doing. ONEV's 200k in quarterly sales doesn't last very long after paying Philips, La Jolla settlement and Dean's revenue sharing/salary. Geez, no wonder why we're trading near ZERO a share.
PHILIPS
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March 2000 the Company entered into a Software License Agreement ("License
Agreement") with Philips Speech Processing, a division of Philips Electronics
North America ("Philips"). Pursuant to the License Agreement, the Company
received a world-wide, limited, nonexclusive license to certain speech
recognition software owned by Philips. The initial term of the License Agreement
was three (3) years, and the License Agreement included an extended term
provision under which the License Agreement was automatically renewable for
successive one (1) year periods, unless terminated by either party upon a
minimum of sixty (60) days written notice prior to the expiration of the initial
term or any extended term.
The License Agreement provides for the Company to pay a specified commission on
revenues from products incorporating licensed software, and includes minimum
royalty payment obligations over the initial three (3) year term of the License
Agreement in the aggregate amount of $1,100,000.
The License Agreement has been amended as follows:
The first amendment to the License Agreement was entered into during March 2002.
o The initial term of the License Agreement was extended for two
(2) years.
o The aggregate minimum royalty payment was increased from
$1,100,000 to $1,500,000.
The amendment also included a revised payment schedule of the minimum royalty
payment obligation due that provided for semi-annual payments of $250,000 (due
on June 30th and December 31st of each year). In lieu of scheduled payments, in
May, 2003, based on a verbal agreement with the Company and Philips, the Company
began making monthly payments of $15,000, of which $10,000 is being applied
against the remaining minimum royalty payment due and $5,000 is being applied as
interest.
The second amendment to the License Agreement was entered into on February 1,
2007.
The following payment terms are as follows:
The 2006 past due amounts owed by the Company of $70,000 were allocated as
follows:
o The Company paid $20,000 on February 23, 2007 to Philips.
o The remaining balance of $50,000 is to be paid in the form of
a non-interest bearing note payable to Philips Speech
Processing.
o During the period of January 1, 2007 thru March 31, 2008 the
following payments will be allocated as follows: $6,000 is to
be paid monthly by the Company to Philips Speech Processing.
The monthly remaining balance of $11,500 due to Philips Speech
Processing is to be paid by the Company in the form of a
non-interest bearing note payable to Philips Speech
Processing.
As of March 31, 2008 the note payable balance due Philips Speech Processing was
$1,152,500.
La Jolla Settlement
-------------------
Settlement Agreement and Mutual Release with La Jolla Cove Investors, Inc.
("LJCI") pursuant to which we agreed with LJCI to forever settle, resolve and
dispose of all claims, demands and causes of action asserted, existing or
claimed to exist between the parties because of or in any way related to a legal
proceeding in the San Diego County Superior Court (the "Court") entitled La
Jolla Cove Investors, Inc. vs. One Voice Technologies, Inc., Case No. GIC850038
(the "Action"). LJCI received a judgment in its favor against the Company in
connection with the Action whereby the Company owes LJCI an amount equal to
$408,594.48 (the "Owed Amount"). Under the Settlement Agreement, the parties
reached a final resolution with respect to such Owed Amount whereby (i) LJCI
shall receive $200,000 within 15 days of the date of the Agreement and (ii) the
difference between the Owed Amount and $200,000 shall be payable at a later date
(the "Remaining Owed Amount"). The payment of the Remaining amount owed of
$208,594 shall be made to LJCI in the following manner:
o Concurrently with the execution of the Agreement, the Company shall
transfer to an independent escrow agent, on behalf of LJCI, all
right, title and interest to 30,000,000 shares of Common Stock of
the Company (the "Escrow Shares"), issued in 30 increments of
1,000,000 shares. On the one year anniversary of the Agreement,
1,000,000 Escrow Shares shall be released to LJCI whereby LJCI shall
be able to sell such shares in open market transactions provided
such sales do not exceed more than 14% of the corresponding daily
volume of such shares on the trading market on which the Company's
securities are sold. LJCI shall continue to receive the Escrow
Shares, provided they satisfy the volume limitation set forth above
and LJCI's ownership of the Company's common stock does not exceed
4.99% of the Company's then issued and outstanding shares of common
stock, until the Remaining Owed Amount is satisfied;
o Upon notice from LJCI that the Remaining Owed Amount has been
satisfied by the sale of the Escrow Shares either (i) Alpha Capital
Ansalt ("Alpha") shall have the ability within 15 business days to
purchase any remaining Escrow Shares at a 20% discount to the
current market price of the shares or (ii) if Alpha does not
exercise its right to purchase the shares, the Company shall have
the ability to redeem the remaining Escrow Shares within 5 business
days.
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