Commitments and Contingencies | 8. Commitments and Contingencies Patent and Know-How Royalty License Agreement The Company is the holder of an exclusive license to use certain Âknow-how developed by one of the founders of a predecessor to the Company and licensed to the Company by the Lawrence Family Trust, a Company shareholder. The terms of this license agreement require the payment of a royalty based on the Net Factory Sales Price, as defined in the agreement, of licensed product sales. Because the licensor's patent application was ultimately abandoned, only a 1 The licensor of the Âknow-how has disputed management's contention that it is not using this Âknow-howÂ. On September 25, 2007 and again on October 31, 2007, the Company participated in nonbinding mediation regarding this matter; however, no settlement was reached with the Lawrence Family Trust. After additional settlement discussions, which ended in April 2008, the parties failed to reach a settlement. The parties may demand binding arbitration at any time. Class Action Lawsuit Related to Press Release On May 22, 2015, a class action complaint for violation of the federal securities laws was filed in U.S. District Court against IsoRay, Inc., our CEO/Chairman and our CFO. The complaint related to a press release issued by the Company on May 20, 2015 and is purportedly brought on behalf of all purchasers of IsoRay, Inc. common stock from May 20, 2015 through and including May 21, 2015. On October 16, 2015, an amended class action complaint for violation of the federal securities laws was filed in U.S District Court for Eastern District of Washington against IsoRay, Inc. and our CEO/Chairman. The class period remains unchanged at 27 hours and our CFO was dropped as a defendant. The Company has until December 15, 2015 to respond to the amended complaint. The complaint, as amended, asserts that the purchasers were misled by the press release, and seeks, among other things, damages and costs and expenses. We cannot predict the outcome of such proceedings or an estimate of damages, if any. We believe that these claims are without merit and intend to defend them vigorously. Property Transaction between Medical and The Port of Benton Initial Property Transaction On September 10, 2015, the Company's operating subsidiary, Medical, entered into a Real Estate Purchase and Sale Agreement with The Port of Benton, a municipal corporation of the State of Washington. The Agreement is for the sale of undeveloped real property of approximately 4.2 168,000 In addition to the feasibility studies required on all aspects of the property required by Medical to close, Medical is also bound to comply with a Development Plan for a ten (1) Certain specified site configurations and design with a minimum of 12,000 4,000 (2) Completion of all construction in two (3) Use of facility as primary production facility for ten ( 10 (4) Provision of jobs for not less than 25 Failure to comply with these covenants will result in a breach of the Agreement and if not cured, will obligate Medical to pay the Port the difference in the sales price and the appraised value of the property at the time of default. First Addendum / Amendment to Property Transaction On October 15, 2015, the Company's operating subsidiary, Medical, entered into a First Addendum / Amendment to Real Estate Purchase & Sale Agreement to the Real Estate Purchase and Sale Agreement with The Port of Benton, a municipal corporation of the State of Washington, that was entered into on September 10, 2015. This addendum modified the following: (1) Extended the feasibility contingency from a period of sixty (60) days to one hundred and twenty (120) days to expire on or before January 8, 2016 with no further extensions. (2) Extended the closing of sale to on or before February 5, 2016. All other terms and conditions of said Real Estate Purchase & Sale Agreement dated September 10, 2015 remained the same and continue in full force and effect. |