Exhibit 10.36
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to the Asset Purchase Agreement (the "Amendment") is
entered into as of June 23, 1998 by and between Digital Video Systems,
Inc., a Delaware corporation ("DVS") and Hyundai Electronics Industries
Co., Ltd., a company organized under the laws of Korea ("Hyundai").
WHEREAS, DVS and Hyundai entered into a certain Asset Purchase
Agreement, dated as of May 8, 1998; and
WHEREAS, the parties now desire to attend the Agreement on the
terms provided in this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
1. The first sentence of Section 1.1(a) of the Agreement is
hereby amended and restated in its entirety as follows:
"1.1(a) Exclusive License of Intangible Assets. Subject
to the terms and conditions of this Agreement, at the closing of the
license of the Intangible Assets (the "IP Closing"), Hyundai will grant
to DVS a perpetual, worldwide, royalty-free license to use the Intangible
Assets other than the Three Patents as defined hereinbelow, and DVS will
license the Intangible Assets other than the Three Patents from Hyundai
for 2,000,000 shares of common stock of DVS (the "Common Stock"). The
Three Patents shall mean INFORMATION REPRODUCING APPARATUS FOR OPTICAL
DISK (Korea Patent No. 135598), TRACK/SEEK CONTROL APPARATUS AND METHOD
USING POSITION ERROM COMPENSATION (Korea Patent No. 085917) and HEAD SEEK
CONTROL APPARATUS FOR AN OPTICAL DISK (U.S. Patent No. 5,519,678), which
shall be transferred to DVS Korea as provided in Section 1.1(b) hereof."
2. The first sentence of Section 1.1(b) of the Agreement is
hereby amended and restated in its entirety as follows:
"(b) Sale of Tangible Assets and the Three Patents;
Assumption of Liabilities. Subject to the terms and conditions of this
Agreement, at the closing of the sale of the Tangible Assets (the "Asset
Closing"), Hyundai will sell, convey, assign and transfer the Tangible
Assets and the Three Patents to DVS Korea, and DVS Korea will purchase
the Tangible Assets and the Three Patents from Hyundai for $1,000,000
(United States Dollars) in cash. It is agreed that DVS shall make DVS
Korea grant back to Hyundai a perpetual, worldwide, non-exclusive,
royalty-free and fully paid-up license to use the Three Patents."
3. Continued Validity. Except as amended above, the terms and
conditions of the Agreement shall remain in full force and effect. Each
of the provisions of the Agreement which are not expressly amended by
this Agreement are hereby confirmed to the same extent as if each was
fully set forth herein.
This Amendment may be executed in two identical counterparts, each
of which shall be deemed to be an original and all of which taken
together shall be deemed to constitute the Amendment when a duly
authorized representative of each party has signed a counterpart. The
parties intend to sign and deliver this Amendment by facsimile
transmission. Each party agrees that the delivery of the Amendment by
facsimile shall have the same force and effect as delivery of original
signatures and that each party may use such facsimile signatures as
evidence of the execution and delivery of the Amendment by all parties to
the same extent that an original signature could be used.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the date first
set forth above.
Digital Video Systems, Inc. Hyundai Electronics Industries
Co., Ltd.
By: /s/ Xxxxxx Sun By: /s/ Youn Huh
Name: Xxxxxx Sun Name: Youn Huh
Title: Chairman Title: Senior Vice President
