[Letterhead of QVC]
VIA FAX
October 17, 1997
Xxxxxxx Xxxxxxx, President
Hydron Technologies, Inc.
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
RE: Licensing Agreement Between Hydron Technologies, Inc. ("HTI") and QVC,
Inc., formerly QVC Network, Inc. ("QVC") dated December 6, 1993, as
amended by First Amendment to Licensing Agreement dated May 31, 1996 and
Second Amendment to Licensing Agreement dated June 11, 1997 (the
"Licensing Agreement")
Dear Xxxxxxx:
As you know, paragraph 28(a) of the Licensing Agreement provides that QVC will
devote four (4) hours per calendar month to the Promotion of Consumer Products,
which hours shall include one regularly-scheduled Program per calendar month of
two hours in duration, on the tenth day of each month from 6:00 p.m. to 8:00
p.m. eastern time, or during equal or better time, provided, however, that QVC
will have the right to terminate its obligations under paragraph 28(a) upon
ninety (90) days written notice to HTI.
As we discussed, QVC has indicated its desire to terminate its obligations as
provided in paragraph 28(a) of the Licensing Agreement based upon, among other
things, declining revenue from the programs during the last five months. To
induce QVC to refrain from exercising its right to terminate its obligations
under paragraph 28(a) of the Licensing Agreement, QVC and HTI have agreed to
amend the Licensing Agreement, as follows:
1. The obligations of QVC contained in paragraph 28(a) of the Licensing
Agreement are suspended and shall be of no force and effect until such time as
HTI gives sixty (60) days prior written notice to QVC of its intent to revive
the obligations contained in such paragraph (the "Revival Notice"). The
obligations contained in paragraph 28(a) of the Licensing Agreement shall be
effective on the first day of the month immediately following the expiration of
the sixty (60) day notice period. Such Revival Notice shall be effective upon
receipt by QVC.
Hydron Technologies, Inc.
October 17, 1997
Page 2
2. Upon receipt of the Revival Notice or at any time thereafter, QVC shall have
the option to terminate its obligations contained in paragraph 28(a) of the
Licensing Agreement by providing written notice to HTI as described in paragraph
28(a) of the Licensing Agreement; provided, however, that if, at the time QVC
gives notice of termination, QVC's obligations are suspended pursuant to
paragraph 1 of this letter, then the termination of QVC's obligations shall be
effective ninety (90) days after the revival of the obligations contained in
paragraph 28(a) of the Licensing Agreement.
3. Except as modified in this letter, the terms and conditions of the Licensing
Agreement remain in full force and effect.
Please indicate your acceptance of the above, with the intention of being
legally bound, by signing and returning a copy of this letter.
Very truly yours,
QVC, INC.
By: /s/ Xxxxxxx Xxxxxx
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Title: President
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Date: October 27, 1997
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ACCEPTED AND AGREED:
HYDRON TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Title: President
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Date: 10/21/97
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