EXHIBIT IO BATH TUB COMBINATION1 MEMORANDUM OF AGREEMENT EDWIN L. WAYMAN 1509 Arrott Bldg. We hereby agree to execute with E. L. Wayman of the City of Pittsburg, as Licensor, on or before April 15th, 1910, a License Agreement for the Manufacture of Sanitary Enameled Ware under the following United States Letters Patent. "Various Patents covering Pneumatic Dredgers." and such additional Patents as may come into his possession, upon the Terms, Conditions, etc., as hereinafter stated or provided for:1. The License Agreement to cover the following 4 56 All other Grades of Baths. Small Ware, Lavatories, etc. and R. R. sinks. Flat Rim Sinks Competitive Lavatories 552 to 562 1 United States of America v. The Standard Sanitary Manufacturing Company and others. In the Circuit Court of the United States for the District of Maryland, Gov't Exhibit No. 3, Record, Vol. II, pp. 4-6. It is necessary that some explanation should be given in regard to the bath tub combination. Both of the exhibits should first be read to make the situation clear as also the excerpts from the opinion of Judge Rose against the combination (cf. Chap. XIII). On the face of the matter the combination appears to be a patent monopoly. The contention of the Government however was that the licensing scheme was purely a subterfuge, a device used for the purpose of creating the combination. This view is of course supported by the fact that none of the patents which were assigned to Wayman by three members of the subsequent combination were or are absolutely necessary in the manufacture of sanitary enameled iron ware. For this reason the combination has been assigned a place among the pools rather than among the patent monopolies.-Ed. 2. The amount of Royalty to be as follows: $5.00 per day per furnace in operation with a rebate. of 90 per cent, beginning with the 1st month of the 2nd Period and monthly thereafter, if the terms of the License have been complied with. 3. For each violation of the Price Regulations of the License Agreement we agree to forfeit a sum equal to the amount of the shipment in question, and such other penalties as may be agreed on. 4. The Selling Prices to the Jobbers to be established through the Licensor by a Price Committee appointed by the various manufacturers. 5. The Resale Prices to the Jobber, taking into consideration the rebate for observance of Buying and Selling Regulations, shall be figured as follows: High Grade Goods 25% above Jobbers cost. 6. The Rebates to Jobbers shall be as follows: 9. The details of Contract Forms between the Manufacturers and the Licensor shall be drawn up by the Licensor and submitted for approval at the next Special Meeting to be held in New York City. 10. The Licensor will also submit the same covering Agreement between Manufacturers and Jobbers. 1 Thus in original.-Ed. II. The following "Preferential Discounts" from the selling Prices established by the Licensor will be allowed the various Manufacturers on Sales to Jobbers only. Schedule 1-5 year Guaranteed Baths 12. The length of time for which the License Agreement will be entered into and such other details as may be necessary for the perfection of the arrangement to be determined at the next meeting of the various Manufacturers. (Here follow eleven signatures.) Signed EHXIBIT II BATH TUB COMBINATION LICENSE AGREEMENT 1 THIS AGREEMENT, Made in duplicate this........day of 191..., between Edwin L. Wayman, a resident of the City of Pittsburgh, State of Pennsylvania (hereinafter called the "Licensor"), party of the first part, and... a corporation duly organized and existing under and by virtue of the laws of the State of..... . (hereinafter called the "Licensee"), party of the second part. WITNESSETH: THAT WHEREAS, the said Wayman owns or controls or has the right to grant licenses under certain Letters Patent pertaining to the manufacture of Sanitary Enameled Iron Ware, enumerated in "Schedule of Patents," hereto annexed, and WHEREAS, The Licensee is desirous of acquiring a License under said Letters Patent of the character and upon the terms and conditions herein set forth; NOW, THEREFORE, for and in consideration of the covenants of this agreement, the parties hereto agree as follows: 1. The Licensor hereby grants to the Licensee, subject to the provisions hereinafter contained, a non-exclusive License to practice in the manufacture of Sanitary Enameled Iron Ware, the processes patented in said several Patents, to make and use in such manufacture the machines and devices patented in said Patents and to use and sell goods so made; the said License being non-assignable and non-transferable except to successors to substantially the entire good-will and business of the Licensee, and this License shall be available for the Licensee and its successors only so long as it or they have not, prior to the date hereof, been engaged in the manufacture of Sanitary Enameled Iron Ware. CLAIMS. 2. The Licensor hereby agrees to suspend 1 his claims against the Licensee and its customers or patrons for damages or profits which he may be entitled to receive for any claims for any past infringement of said Letters Pat 1 Op. cit. U. S. v. S. S. M'f'g Co. Record, Vol. II, pp. 20–26. ROYALTIES. ent by said Licensee, as long as said Licensee continues to perform all of its obligations under this contract. 3. So long as the Licensee operates under this License or any renewal thereof and keeps and performs all of the obligations of said License herein contained, the Licensor agrees not to bring action against said Licensee because of its use of any machines, method or processes now or heretofore used by said Licensee in the manufacture of enameled ware, and to waive any and all claims under any letters patent on any machines, devices, or processes now in use by said Licensee, and to grant to said Licensee full use and enjoyment thereof. 4. For the use of the various patents enumerated in "Schedule of Patents," hereto annexed, the Licensee shall pay on the fifth day of each month a royalty amounting to Five ($5.00) Dollars per day for each furnace in operation during the preceding month. This payment shall be made to the Licensor at his place of business in Pittsburgh, Pa., by cash or other acceptable remittance, and in determining the amount of this royalty each and every one of the furnaces owned by the Licensee shall be considered as in operation each day, unless the said furnace or furnaces shall be shut down for more than a period of six (6) consecutive working days. In case any of the furnaces are thus shut down for more than six (6) consecutive working days, the Licensee shall be entitled to a diminution of his License payment at the rate of Five ($5.00) Dollars per working day for the number of days shut down. In order to determine the amount of actual license payment, together with the remittance hereinbefore provided for payment of royalty, the Licensee shall send to the Licensor a sworn statement, which will be duly verified under oath by some representative of the Licensee, |