XML 24 R12.htm IDEA: XBRL DOCUMENT v3.23.1
LICENSE AGREEMENT
12 Months Ended
Dec. 31, 2022
LICENSE AGREEMENT  
LICENSE AGREEMENT

6.   LICENSE AGREEMENT

In 1995, the Company entered into a license agreement with the Chief Executive Officer of the Company, Thomas J. Shaw, for the exclusive right to manufacture, market, and distribute products utilizing automated retraction technology, which agreement has been amended. This technology is the subject of various patents and patent applications owned by Mr. Shaw. The license agreement provides for quarterly payments of a 5% royalty fee on gross sales. Additionally, if the Company sublicenses the technology and the sublicensee’s customers are not known to the Company, then Mr. Shaw shall be entitled to receive from the Company fifty percent (50)% of the royalties actually paid to the Company by such sublicensee.  The royalty fee expense is recognized in the period in which it is earned.  Royalty fees of $5,937,107; $11,318,093; and $5,476,306 are included in Cost of sales for the years ended December 31, 2022, 2021, and 2020, respectively. Royalties payable under this agreement aggregated $973,701 and $3,450,684 at December 31, 2022, and 2021, respectively.  Gross sales upon which royalties are based were $118,742,140; $226,294,765; and $109,526,118 for 2022, 2021, and 2020, respectively.

On November 16, 2021, the Company and Mr. Shaw entered into the Third Amendment to Technology License Agreement (the “Amendment”). The Amendment expands the scope of the Technology License Agreement and provides additional protection to the parties in the event of a Hostile Takeover, as defined by the Amendment. Under

the Amendment, under certain conditions, Mr. Shaw is granted the unilateral right to terminate the Technology License Agreement or cancel or convert a license thereunder from exclusive to nonexclusive following a Hostile Takeover.