Exhibit 10.12.4
FOURTH ANMENDMENT TO LICENSE AGREEMENT
This Fourth Amendment to License Agreement is dated effective as of
December 3, 2004 and is made by and between Xxxxxxx Radio Corp. ("Licensor") and
Funai Corporation, Inc. ("Licensee").
WHEREAS, Licensor and Licensee are parties to that License Agreement
dated effective January 1, 2001, as amended (collectively, the "Agreement"); and
WHEREAS, the parties hereto wish to amend the Agreement.
NOW, THEREFORE, the parties agree to the following:
1. Amendment of Section 3 of the Agreement. Section 3 of the Agreement
shall be amended to read in full as follows:
"(a) Subject to the earlier expiration or termination of this
Agreement as provided in Section 9 or otherwise, this Agreement shall
be effective as of the Effective Date and expire as of the close of
business on December 31, 2006 ("Initial Term"). The parties agree that
each September, beginning September 2005, they shall meet and discuss a
one-year extension of the then expiration date of the Agreement, and
the minimum royalties and gross sales projections for any such extended
term, provided (i) Licensee has paid to Licensor all Royalties and
Minimum Royalties payable for each Contract Year as set forth herein on
Third Amended Exhibit C of this Agreement, and (ii) Licensee has
satisfied and/or complied with all of its obligations hereunder. Each
successive renewal period shall hereinafter be referred to as a
"Renewal Term." "Initial Term" and "Renewal Term" shall collectively be
referred to as "Term".
"(b) Notwithstanding any language herein to the contrary, should the
parties not agree pursuant to Section 3(a) herein of an extension of
the then expiration date of the Agreement or should the Agreement
terminate, if at least one hundred twenty (120) days prior to the
actual date of expiration or termination of this Agreement Licensor
shall receive an offer from a third party for a license to use the
Trademark on the Goods in the Territory, then in such case Licensor
shall within ten (10) days thereafter notify Licensee in writing if it
wishes to be granted by Licensor a license to use the Trademark on the
Goods in the Territory pursuant to the same terms and conditions as
those stated in such third party's offer. If Licensee so notifies
Licensor in writing within thirty (30) days of its receipt of such
notice that it is exercising such right of first refusal, then Licensor
and Licensee shall enter into a formal written agreement signed by both
parties and Licenser shall not grant such license to such third party
or any other party, if Licensee does not timely notify Licensor that it
is exercising such right of first refusal, then Licensor shall have the
right to accept such offer from such third party and Licensee shall no
longer have any rights pursuant to this Section 3(b), except that if
Licensor shall in such case not agree to such offer from such third
party, then Licensee's rights pursuant to this Section 3(b) shall
continue to exist."
2. Capitalized Terms. All capitalized terms not defined herein shall
have the same meaning as in the Agreement.
3. Counterparts. This Fourth Amendment and any future amendments may be
executed in several counterparts that together shall constitute but one and the
same document.
4. All Other Provisions of the Agreement. All other provisions of the
Agreement not amended herein shall continue to have their full force and effect.
IN WITNESS WHEREOF, this Fourth Amendment has been executed by the duly
authorized representative of each party effective as of the date first set forth
above.
XXXXXXX RADIO CORP. FUNAI CORPORATION, INC.
"Licensor" "Licensee"
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxxx Xxx
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Name: Xxxx X. Xxxx Name: Xxxxxxx Xxx
Title: COO/Senior Title: President
Executive Vice President
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