Exhibit 10.67
AMENDMENT THREE
This Amendment (the "Amendment") is entered into as of October 15, 2002 between
FUNIMATION PRODUCTIONS, LTD., a Texas limited partnership having its registered
office at 0000 XX Xxxx 000, Xxxxx 000, Xxxx Xxxxx, Xxxxx 00000 U.S.A.
("Licensor") and Infogrames, Inc, a Delaware corporation having its principal
offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 ("Licensee").
WITNESSETH:
WHEREAS, Licensor and Licensee entered into a Sublicense Agreement dated
October 27, 1999, which was subsequently amended by Amendment One dated April
20, 2002 and was further amended by Amendment Two dated June 15, 2002 (the
Sublicense Agreement as thereby amended shall hereafter be referred to as the
"Agreement", as in full force and effect as of the date hereof); and
WHEREAS, both Licensee and Licensor are in agreement with respect to the
terms and conditions upon which to enter into this Amendment to amend the
Agreement;
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound, do hereby agree as
follows:
1. Subject to the terms and conditions of this Amendment and of the Agreement,
the definition of Licensed Products (as stated in Schedule A, Paragraph 4 of the
Agreement) is hereby expanded to include the following four (4) additional
Licensed Product items based on the Property and/or the Film:
(a) Licensed Product item #7: one (1) interactive "fighting" style game
for the PlayStation2 platform (as yet untitled);
(b) Licensed Product item #8: one (1) interactive "fighting" style game
for the Nintendo GameCube platform (as yet untitled);
(c) Licensed Product item #9: one (1) interactive "fighting" style game
for the GameBoy Advance platform (as yet untitled); and
(d) Licensed Product item #10: one (1) interactive role-playing game for
the Game Boy Advance platform (titled "The Legacy of Goku II: Android
Invasion").
2. The Royalty Rate (as stated in Schedule A, Paragraph 8 of the Agreement)
for each Licensed Product items #7, #8, #9, and #10 shall be:
(a) for total unit sales per any such individual Licensed Product item for
up to five hundred thousand (500,000) units of such individual Licensed Product
item, eight and one-half percent (8.5%) of Net Sales, except that with regard to
any of such Licensed Product sold FOB a location outside the Licensed Territory
the Royalty Rate shall be ten and one-half percent (10.5%) of Net Sales; and
(b) for total unit sales per any such individual Licensed Product item in
excess of five hundred thousand (500,000) units of such individual Licensed
Product item, ten percent (10%) of Net Sales, except that with regard to any of
such Licensed Product sold FOB a location outside the Licensed Territory the
Royalty Rate shall be twelve percent (12%) of Net Sales.
For the purpose of clarity, 2(b) above shall apply only to any given Licensed
Product item covered by this Amendment if sales of such individual Licensed
Product item exceed 500,000 units of that individual Licensed Product item, and
2(b) above shall not apply to sales of any other Licensed Product item covered
by this Amendment until sales of such individual Licensed Product item have
exceeded 500,000 units.
3. With respect to each Licensed Product #7, #8 and #9 items, Licensee shall
pay to Licensor a non-refundable advance of two hundred thousand dollars
($200,000) and one hundred thousand dollars ($100,000) for Licensed Product item
#10 payable as stated herein. The advance for each Licensed Product
item shall be recoupable against future royalties payable to Licensor for sales
of such Licensed Product item. The advance for each Licensed Product item shall
be payable as follows:
(a) For Licensed Product item #7: one hundred thousand dollars
($100,000) upon execution of this Amendment and one hundred thousand dollars
($100,000) on the date Licensed Product item #7 is first available for purchase
by the public or on October 15, 2003, whichever occurs first;
(b) For Licensed Product item #8: one hundred thousand dollars ($100,000)
upon execution of this Amendment and one hundred thousand dollars ($100,000) on
the date Licensed Product item #8 is first available for purchase by the public
or on December 15, 2003, whichever occurs first;
(c) For Licensed Product item #9: one hundred thousand dollars
($100,000) upon execution of this Amendment and one hundred thousand dollars
($100,000) on the date Licensed Product item #9 is first available for purchase
by the public or on August 15, 2003, whichever occurs first; and
(d) For Licensed Product item #10: fifty thousand dollars ($50,000) upon
execution of this Amendment and fifty thousand dollars ($50,000) on the date
Licensed Product item #10 is first available for purchase by the public or on
May 15, 2003, whichever occurs first.
4. With respect to Licensed Product item #7, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date: Concept Document
(b) Phase 1 Date: 3-D Models
(c) Phase 2 Date: 06/15/03 - Alpha
(d) Phase 3 Date: 08/15/03 - Beta
(e) Phase 4 Date: 10/15/03 - Gold
5. With respect to Licensed Product item #8, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date: Concept Document
(b) Phase 1 Date: 3-D Models
(c) Phase 2 Date: 08/15/03 - Alpha
(d) Phase 3 Date: 10/15/03 - Beta
(e) Phase 4 Date: 12/15/03 - Gold
6. With respect to Licensed Product item #9, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date: Concept Document
(b) Phase 1 Date: 3-D Models
(c) Phase 2 Date: 06/15/03 - Alpha
(d) Phase 3 Date: 07/15/03 - Beta
(e) Phase 4 Date: 08/15/03 - Gold
7. With respect to Licensed Product item #10, the Product Dates (as stated in
Schedule A, Paragraph 11 of the Agreement) shall be:
(a) Design Date: Concept Document
(b) Phase 1 Date: 3-D Models
(c) Phase 2 Date: 03/15/03 - Alpha
(d) Phase 3 Date: 04/15/03 - Beta
(e) Phase 4 Date: 05/15/03 - Gold
8. Paragraph 6 of Schedule A of the Agreement (captioned "Term") is hereby
amended and wholly restated to read as follows:
The Agreement shall commence on the date this Agreement is executed by
both parties and shall be for a term expiring on June 30, 2005.
Except as amended herein, all of the other terms and conditions of the
Agreement shall be in full force and effect. In the event of any inconsistency,
incongruity or conflict, the terms and conditions of this document shall
prevail.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
herby, have each caused to be affixed hereto its or his/her hand and seal the
day indicated.
LICENSOR:
FUNIMATION PRODUCTIONS, LTD.,
a Texas limited partnership
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Director of Licensing
LICENSEE:
Infogrames, Inc.
a Delaware corporation
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Senior Vice President
