For the quarterly period ended September 30, 2016.
Post# of 82672
Note 12 - Commitments and Contingencies
Asset Sale and Licensing Agreement
On August 24, 2015, the Company entered into an agreement with Cyber Safety, Inc., a New York corporation (“Cyber Safety”) for Cyber Safety to license, and retain an option to purchase, the patents and Intellectual Property related to the GuardedIDÒ and MobileTrustÒ software. In conjunction with the licensing and the option to purchase, Cyber Safety loaned the Company $408,000 in 2015 and $75,000 (see Note 4) in 2016. During the nine months ended September 30, 2016, $450,000 was repaid to Cyber Safety, and at September 30, 2016, $33,000 is outstanding.
Cyber Safety has the option to buy our GuardedIDÒ patent for $9,000,000 that expires on September 30, 2020. At September 30, 2016, the Company does not have an estimate if Cyber Safety will exercise its option to make the purchase. Cyber Safety will also resell our GuardedIDÒ and MobileTrustÒ products, for which we will receive a royalty, while we retain an unlimited license to resell those products.
As a condition of the asset purchase agreement, Cyber Safety will license the Malware Suite (as defined in the Asset Purchase Agreement) up to and until September 30, 2020. Pursuant to this license, Cyber Safety shall pay the Company 15% of the net amount Cyber Safety receives, as defined, which amount may be increased to 20% under certain conditions for ProtectIDÒ, and is subject to reduction for commissions and support costs that Cyber Safety will be obligated to pay to the Company.
In March 2016, Advanced Cyber, a subsidiary of Cyber Safety, agreed to pay the Company $25,000 per month as a license fee in conjunction with Company’s agreements with Cyber Safety. Included in revenue for the three and nine months ended September 30, 2016 is $75,000 and $175,000, respectively, of license revenue from Advanced Cyber. At September 30, 2016, the total license fee receivable due from Advanced Cyber was $175,000.