Exhibit 10.8
Amendment No. 2 to License Agreement between IAS and Wherify Wireless, Inc.
(formerly "World Tracking Technologies, Inc.") dated March 15, 2001.
SECOND AMENDMENT TO LICENSE AGREEMENT
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THIS AMENDMENT AGREEMENT is made as of the 15th day of March 2001.
BETWEEN:
IAS COMMUNICATIONS, INC.,
of #l85, 00000 Xxxxxxxxxxx Xxx
Xxxxxxxx, XX X0X 0X0
(hereinafter referred to as "IAS")
OF THE FIRST PART
AND
WHERIFY WIRELESS, INC.
(formerly WORLD TRACKING TECHNOLOGIES, INC.)
of 0000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
(hereinafter referred to as "Wherify")
OF THE SECOND PART
WHEREAS:
A. Wherify and IAS entered into a License Agreement dated January 31st, 2000
wherein IAS provided two sample antennas to Wherify for testing for a
30-day period (the "License Agreement");
B. Wherify completed the testing of the sample antennas and provided written
confirmation to IAS that one of the sample antennas has been accepted and
the second GPS antenna was not suitable to Wherify;
C. By way of an Amending Agreement made as of February 24, 2000 (the "First
Amending Agreement"), the parties proceeded with and consummated the
License for one of the Antennas only;
D. IAS failed to provide the materials (i.e., volume antennae quotations,
drawings and other technical specification data, collectively, the
"Materials") to enable Wherify to produce and/or resell the minimum number
Antennas as set out in section 31(a) entitled "Minimum Quotas" in the
License Agreement and IAS and Wherify wishes to further amend the License
Agreement by way of this Agreement (the "Second Amending Agreement")
whereby Wherify would be granted an extension for commencement of
commercial production of the Antennas; and
E. IAS believes it is in the best interests of the Company to grant the
extension and restructure the minimum royalty payment structure based on
Wherify's best estimate as to commencement of commercial production of the
Antennas by August 2001.
NOW THEREFORE, in view of the premises and in consideration of the mutual
covenants and agreements hereinafter set forth, the parties hereto do hereby
covenant and agree as follows:
1. All defined terms set out in this Agreement shall have the same meaning as
the defined terms set out in the License Agreement and the First Amending
Agreement, except that any reference to Antenna(s) shall mean only one
Antenna and any reference to "World Tracking" shall be deleted
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and replaced with "Wherify".
2. The parties hereto acknowledge and agree that pursuant to paragraph 15 of
the License Agreement, Wherify has declined the right to an exclusive
license to produce the Antennas.
3, IAS shall provide the Materials within five working days after signing this
Agreement, subject to Wherify's reasonable approval as to accuracy and
completeness.
4. Paragraph 31 of the License Agreement be deleted in its entirety and
replaced as follows:
"31. Wherify agrees that it shall meet the following minimum quotas or pay
the corresponding Royalty Fee therefore, which quotas shall apply for
the Antenna incorporated in the Products and Antenna sold by Wherify
to third parties:
(a) a minimum of 100,000 Antennas shall be manufactured and sold
within 12 months from initial commercial production or Wherify
shall pay a Royalty Fee to IAS in lieu of selling such minimum
number;
(b) a minimum of 150,000 Antennas shall be manufactured and sold
within 24 months from initial commercial production or Wherify
shall pay a Royalty Fee in lieu of selling such minimum number;
(c) a minimum of 200,000 Antennas shall he manufactured and sold
within 36 months from initial commercial production or Wherify
shall pay a Royalty Fee in lieu of selling such minimum number;
(d) a minimum of 250,000 Antennas shall be manufactured and sold
within 48 months from initial commercial production or Wherify
shall pay a Royalty Fee in lieu of selling such minimum number;
and
(e) a minimum of 300,000 Antennas shall be manufactured and sold
within 60 months from initial commercial production or Wherify
shall pay a Royalty Fee in lieu of selling such minimum number."
5. All other terms and conditions of the License Agreement shall remain
unchanged and shall be binding upon the parties hereto.
6. If any provision of this Agreement is held by a competent court to be
invalid, illegal or unenforceable for any reason or in any respect
whatsoever, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never
been contained herein. IAS and Wherify hereby agree, however, to negotiate
an equitable amendment of this Agreement if a material provision is
adversely affected.
7. This Agreement and any modification or waiver of any provision hereof shall
be binding only if set forth in writing and signed by both parties hereto
and shall be effective only to the extent set forth in such modification or
waiver and for the particular occasion.
8. This Agreement shall be construed, interpreted and applied in accordance
with the laws of the State of California and the United States of America,
and all matters shall be resolved solely in the United States of America.
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IN WITNESS WHEREOF, the parties hereunder have executed this Agreement on the
___ day of March 2001.
IAS COMMUNICATIONS, INC.
Authorized Signatory
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxx Xxxxxxx
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Xxxx X. Xxxxxxxxx Xxxx Xxxxxxx
Name Name
President Chief Executive Officer
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Title Title
